Current Report Filing (8-k)

Date : 05/11/2018 @ 12:06PM
Source : Edgar (US Regulatory)
Stock : Union Pacific Corp. (UNP)
Quote : 146.82  -1.88 (-1.26%) @ 6:14PM

Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION



Washington, D.C. 20549





 

 



 

 



FORM 8-K





 

 



 

 



CURRENT REPORT



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934





Date of Report (Date of earliest event reported): May 11 , 201 8 (May 1 0 , 201 8 )





 

 



 

 



UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)





 

 



 

 





 

 

Utah

1-6075

13-2626465

(State or other jurisdiction

(Commission

(IRS Employer

of Incorporation)

File Number)

Identification No.)





 

 

 

1400 Douglas Street, Omaha, Nebraska

68179

(Address of principal executive offices)

(Zip Code)



Registrant's telephone number, including area code: (402) 544-5000



N/A

(Former name or former address, if changed since last report)





 

 



 

 



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):





 



 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).                                                                              

Emerging growth company     



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


 

Item 5.07 Submission of Matters to a Vote of Security Holders .



Union Pacific Corporation (the Company) held its 2018 Annual Meeting of Shareholders on May 1 0 , 201 8 ,   in Omaha, Nebraska (the Meeting).  Of the 775,579,258 shares outstanding and entitled to vote at the Meeting, 692,264,403 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 89.3 %.  The shareholders of the Company’s common stock (the Shareholders) considered and voted upon f our proposals at the Meeting .



Proposal 1 – Election of Directors



The Share holders elected each of the following directors to serve a term of one year, ending at the time of the next Annual Meeting of Shareholders in 201 9 (or until a successor is elected) pursuant to the By-Laws of the Company and the applicable laws of the State of Utah :





 

 

 

 

 

 

 



FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

Andrew H. Card, Jr.

593,616,829

 

10,503,877

 

875,046

 

87,268,651

Erroll B. Davis, Jr.

586,812,891

 

17,221,270

 

961,591

 

87,268,651

David B. Dillon

601,053,686

 

2,904,110

 

1,037,956

 

87,268,651

Lance M. Fritz

580,557,467

 

18,001,068

 

6,437,217

 

87,268,651

Deborah C. Hopkins

601,518,710

 

2,484,697

 

992,345

 

87,268,651

Jane H. Lute

601,596,449

 

2,477,019

 

922,284

 

87,268,651

Michael R. McCarthy

583,281,499

 

13,365,599

 

8,348,654

 

87,268,651

Thomas F. McLarty III

592,900,839

 

11,097,610

 

997,303

 

87,268,651

Bhavesh V. Patel

597,872,690

 

6,150,090

 

972,972

 

87,268,651

Jose H. Villarreal

600,324,137

 

3,688,245

 

983,370

 

87,268,651





Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 201 8



The   Share holders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 201 8 by the following count:





 

 

 

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

670,901,001

 

20,168,342

 

1,195,060

 

0






 

Proposal 3 – Advisory Vote to Approve Executive Compensation (“Say on Pay”)



The Share holders approved, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers, by the following count:







 

 

 

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

570,897,397

 

31,856,641

 

2,241,714

 

87,268,651





Proposal 4 – Shareholder Proposal Regarding Independent Board Chairman



A shareholder of the Company submitted a proposal requesting that the Board of Directors adopt a policy that the Chairman of the Board of Directors shall be an independent director.  The Share holders voted against Proposal 4 by the following count:







 

 

 

 

 

 

FOR

 

AGAINST

 

ABSTAIN

 

BROKER
NON-VOTE

168,363,822

 

434,348,989

 

2,282,941

 

87,268,651









 

 


 

SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.



Dated: May 11 , 201 8





 

 



UNION PACIFIC CORPORATION



 

 



 

 



By:

/s/ James J. Theisen, Jr .



 

James J. Theisen , Jr.



 

Vice President Corporate Law & Compliance and Assistant Secretary




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