Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b) and (c) Departure and Appointment of Certain Officers
At a regular meeting of the Board of Directors (the “Board”) of Union Pacific Corporation (the “Company”) held on November 17, 2016, the Board, acting upon recommendation of the Compensation and Benefits Committee, elected Eric L. Butler, currently Executive Vice President and Chief Marketing Officer, as Executive Vice President and Chief Administrative Officer effective December 1, 2016, replacing Diane K. Duren, who will remain at the Company as Senior Vice President and Corporate Secretary until her retirement in February, 2017, and will assist in overseeing the transition process.
In addition, the Board, acting upon recommendation of the Compensation and Benefits Committee, elected Elizabeth F. Whited, currently Vice President and General Manager-Chemicals, as Executive Vice President and Chief Marketing Officer effective December 1, 2016, replacing Mr. Butler.
The Company issued a press release regarding Ms. Duren’s retirement and the elections of Mr. Butler and Ms. Whited, which is attached hereto as Exhibit 99.1.
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d) Election of Directors
At its meeting on November 17, 2016, the Board, acting upon recommendation of the Corporate Governance and Nominating Committee, elected Deborah C. Hopkins, age 62, to serve on the Board as a director of the Company, effective January 1, 2017. Ms. Hopkins is the founder and Chief Executive Officer of Citi Ventures and Citi’s Chief Innovation Officer. Ms. Hopkins joined Citi in 2003 as Head of Corporate Strategy and was later appointed Chief Operations and Technology Officer. Prior to joining Citi, Ms. Hopkins served as the Chief Financial Officer at Boeing and then Lucent Technologies, General Auditor of General Motors before being named Vice President of Finance at General Motors Europe, and Corporate Controller at Unisys. The Company issued a press release regarding the election of Ms. Hopkins, which is attached hereto as Exhibit 99.2.
The Board did not appoint Ms. Hopkins to serve on any committees at the time of the election. Information regarding any committee appointments will be provided in an amendment to this Current Report on Form 8-K.
All Company directors serve concurrently on the Board of Directors of the Company’s principal operating subsidiary, Union Pacific Railroad Company.