SEC Info℠ | Home | Search | My Interests | Help | Sign In | Please Sign In | ||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size 5/17/21 Union Pacific Corp. 8-K:5 5/14/21 10:297K |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 61K 6: R1 Document and Entity Information HTML 45K 8: XML IDEA XML File -- Filing Summary XML 11K 5: XML XBRL Instance -- unp-20210514x8k_htm XML 15K 7: EXCEL IDEA Workbook of Financial Reports XLSX 6K 3: EX-101.LAB XBRL Labels -- unp-20210514_lab XML 42K 4: EX-101.PRE XBRL Presentations -- unp-20210514_pre XML 31K 2: EX-101.SCH XBRL Schema -- unp-20210514 XSD 10K 9: JSON XBRL Instance as JSON Data -- MetaLinks 11± 17K 10: ZIP XBRL Zipped Folder -- 0000100885-21-000178-xbrl Zip 13K
unp-20210514x8k |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
|
|
|
|
|
FORM i 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): i May 14, 2021 (May 13, 2021)
|
|
|
|
|
|
i UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
|
|
|
| ||
i Utah | i 1-6075 | i 13-2626465 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of Incorporation) | File Number) | Identification No.) |
|
|
i 1400 Douglas Street, i Omaha, i Nebraska | i 68179 |
(Address of principal executive offices) | (Zip Code) |
Registrant's telephone number, including area code: i (402) i 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):
|
| |
|
| |
i ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
i ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
i ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
i ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
|
|
|
Securities registered pursuant to Section 12(b) of the Act: | ||
Title of each Class | Trading Symbol | Name of each exchange on which registered |
i Common Stock (Par Value $2.50 per share) | i UNP | i New York Stock Exchange |
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 i ¨
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 Annual Meeting of Shareholders on May 13, 2021, conducted through a live audio webcast only (the Meeting). Of the 666,704,113 shares outstanding and entitled to vote at the Meeting, 583,095,397 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 87.45%. The shareholders of the Company’s common stock (the Shareholders) considered and voted upon eight proposals at the Meeting.
Proposal 1 – Election of Directors
The Shareholders 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 2022 (or until a successor is elected) pursuant to the By-Laws of the Company and the applicable laws of the State of Utah:
|
|
|
|
|
|
|
|
|
|
Name | Votes For | Votes Against | Abstentions | Broker Non-Votes |
Andrew H. Card, Jr. | 483,269,824 | 31,834,762 | 899,927 | 67,090,884 |
William J. DeLaney | 505,083,104 | 9,721,052 | 1,200,357 | 67,090,884 |
David B. Dillon | 506,034,621 | 9,044,069 | 925,823 | 67,090,884 |
Lance M. Fritz | 464,533,676 | 49,018,294 | 2,452,543 | 67,090,884 |
Deborah C. Hopkins | 508,127,643 | 6,718,396 | 1,158,474 | 67,090,884 |
Jane H. Lute | 504,989,029 | 9,872,978 | 1,142,506 | 67,090,884 |
Michael R. McCarthy | 465,736,000 | 47,951,584 | 2,316,929 | 67,090,884 |
Thomas F. McLarty III | 484,513,277 | 30,545,239 | 945,997 | 67,090,884 |
Jose H. Villarreal | 485,732,779 | 29,340,853 | 930,881 | 67,090,884 |
Christopher J. Williams | 506,210,718 | 8,521,673 | 1,272,122 | 67,090,884 |
Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2021
The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2021 by the following count:
|
|
|
|
|
|
|
|
Votes For | Votes Against | Abstentions | Broker Non-Votes |
556,000,499 | 26,303,303 | 791,595 | 0 |
Proposal 3 – Advisory Vote on Executive Compensation (“Say on Pay”)
The Shareholders approved, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers, by the following count:
|
|
|
|
|
|
|
|
Votes For | Votes Against | Abstentions | Broker Non-Votes |
483,670,062 | 30,474,337 | 1,860,114 | 67,090,884 |
Proposal 4 – Adoption of the Union Pacific Corporation 2021 Stock Incentive Plan
The Shareholders approved the adoption of the Union Pacific Corporation 2021 Stock Incentive Plan, by the following count:
|
|
|
|
|
|
|
|
Votes For | Votes Against | Abstentions | Broker Non-Votes |
478,233,474 | 36,309,272 | 1,461,767 | 67,090,884 |
Proposal 5 – Adoption of the Union Pacific Corporation 2021 Employee Stock Purchase Plan
The Shareholders approved the adoption of the Union Pacific Corporation Employee Stock Purchase Plan, by the following count:
|
|
|
|
|
|
|
|
Votes For | Votes Against | Abstentions | Broker Non-Votes |
511,683,365 | 3,248,145 | 1,073,003 | 67,090,884 |
Proposal 6 – Shareholder Proposal Requesting EEO-1 Report Disclosure
A shareholder of the Company submitted a proposal requesting the Company adopt a policy requiring the Company disclose on its website its Consolidated EEO-1 report, no later than 60 days after its submission to the U.S. Equal Employment Opportunity Commission (Proposal 6). The Shareholders voted for Proposal 6 by the following count:
|
|
|
|
|
|
|
|
Votes For | Votes Against | Abstentions | Broker Non-Votes |
441,636,357 | 69,285,038 | 5,083,118 | 67,090,884 |
Proposal 7 – Shareholder Proposal Requesting Annual Diversity and Inclusion Efforts Report
A shareholder of the Company submitted a proposal requesting the Company publish annually a report, at reasonable expense and excluding proprietary information, assessing the Company's diversity and inclusion efforts (Proposal 7). The Shareholders voted for Proposal 7 by the following count:
|
|
|
|
|
|
|
|
Votes For | Votes Against | Abstentions | Broker Non-Votes |
415,988,145 | 95,168,427 | 4,847,941 | 67,090,884 |
Proposal 8 – Shareholder Proposal Requesting Annual Emissions Reduction Plan & Annual Advisory Vote on Emissions Reduction Plan
A shareholder of the Company submitted a proposal requesting the Company disclose at each annual meeting of shareholders, a report disclosing the Company's greenhouse gas emission levels in a manner consistent with the Task Force on Climate-related Financial Disclosure recommendations as well as any strategy that Company may have adopted or will adopt to reduce emissions in the future (the Reduction Plan) and provide shareholders with the opportunity, at each such annual meeting, to express non-binding advisory approval or disapproval of the Reduction Plan (Proposal 8). The Shareholders voted against Proposal 8 by the following count:
|
|
|
|
|
|
|
|
Votes For | Votes Against | Abstentions | Broker Non-Votes |
158,208,327 | 341,896,787 | 15,899,399 | 67,090,884 |
SIGNATURE
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 14, 2021
|
|
| |
| UNION PACIFIC CORPORATION | ||
|
|
| |
|
|
| |
| By: | ||
|
| ||
|
| Executive Vice President, Chief Legal Officer, and Corporate Secretary |
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
12/31/21 | 10-K, 11-K | |||
Filed as of: | 5/17/21 | 424B2, FWP | ||
Filed on / For Period end: | 5/14/21 | |||
5/13/21 | DEF 14A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/08/21 Union Pacific Corp. 424B5 1:362K Donnelley … Solutions/FA 9/07/21 Union Pacific Corp. 424B2 1:355K Donnelley … Solutions/FA 9/03/21 Union Pacific Corp. 424B3 1:254K Donnelley … Solutions/FA 8/20/21 Union Pacific Corp. S-4/A 3:326K Donnelley … Solutions/FA 8/03/21 Union Pacific Corp. S-4 8:601K Donnelley … Solutions/FA |