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 10, 2010 (May 6, 2010)

 

 

Union Pacific Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

Utah		1-6075		13-2626465
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer 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):

 

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

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

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

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

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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 6, 2010, in Salt Lake City, Utah (the Meeting). Of the 505,905,383 shares outstanding and entitled to vote at the Meeting, 439,559,546 shares were present at the Meeting in person or by proxy, constituting a quorum of 86.89%. The shareholders of the Company’s common stock considered and voted upon four proposals at the Meeting.

Proposal 1 – Election of Directors

The holders of the common stock of the Company 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 2011 (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 or Broker Non-Votes
Andrew H. Card, Jr.		396,365,232		2,231,778		40,962,534
Erroll B. Davis, Jr.		396,017,656		2,578,973		40,962,915
Thomas J. Donohue		326,167,260		68,936,929		44,455,356
Archie W. Dunham		396,413,586		2,188,598		40,957,360
Judith Richards Hope		393,643,751		4,965,261		40,950,533
Charles C. Krulak		396,505,036		2,105,947		40,948,562
Michael R. McCarthy		396,622,413		1,961,711		40,975,421
Michael W. McConnell		396,488,855		2,103,181		40,967,509
Thomas F. McLarty III		396,338,228		2,266,138		40,955,179
Steven R. Rogel		361,673,828		36,930,282		40,955,435
Jose H. Villarreal		379,781,718		18,799,472		40,978,355
James R. Young		386,600,820		12,043,330		40,915,394

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2010

The holders of the Company’s common stock voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2010 by the following count:

 

Votes For		Votes Against		Abstentions or Broker Non- Votes
433,850,644		5,081,636		627,266

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Proposal 3 – Shareholder Proposal Regarding Independent Chairman

A shareholder of the Company submitted a proposal requesting that the Company adopt a policy that the Chairman of the Board of Directors not be a previous CEO of the Company and qualify as an independent director under the definition set forth in the listing standards of the New York Stock Exchange. The holders of the Company’s common stock voted against Proposal 3 by the following count:

 

Votes For		Votes Against		Abstentions or Broker Non- Votes
81,037,646		316,535,017		41,986,882

Proposal 4 – Shareholder Proposal to Adopt Simple Majority Vote

A shareholder of the Company submitted a proposal requesting that the Board of Directors take the necessary steps to eliminate any super-majority voting standards in the Company’s Articles of Incorporation and/or By-Laws by adopting a majority voting standard for all shareholder votes. The holders of the common stock of the Company voted for Proposal 4 by the following count:

 

Votes For		Votes Against		Abstentions or Broker Non- Votes
330,260,722		66,732,613		42,566,210

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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 10, 2010