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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 15, 2020 (May 14, 2020)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class

Trading Symbol

Name of each exchange on which registered

Common Stock (Par Value $2.50 per share)

UNP

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     ¨

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 14, 2020, conducted through a live audio meeting only (the Meeting). Of the 678,553,915 shares outstanding and entitled to vote at the Meeting, 584,847,294 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 86.2%. The shareholders of the Company’s common stock (the Shareholders) considered and voted upon five 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 2021 (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.

494,922,668

13,976,292

788,888

75,159,446

William J. DeLaney

504,173,083

4,568,597

946,168

75,159,446

David B. Dillon

504,117,595

4,600,517

969,736

75,159,446

Lance M. Fritz

481,596,146

25,447,801

2,643,901

75,159,446

Deborah C. Hopkins

506,157,493

2,719,901

810,454

75,159,446

Jane H. Lute

503,752,555

5,075,359

859,934

75,159,446

Michael R. McCarthy

474,918,863

26,136,666

8,632,319

75,159,446

Thomas F. McLarty III

494,204,881

14,515,927

967,040

75,159,446

Bhavesh V. Patel

502,763,250

5,989,714

934,884

75,159,446

Jose H. Villarreal

494,417,480

14,396,509

873,859

75,159,446

Christopher J. Williams

505,067,525

3,546,760

1,073,563

75,159,446

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2020

The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020 by the following count:

Votes For

Votes Against

Abstentions

Broker Non-Votes

560,150,125

23,850,239

846,930

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

484,582,399

23,209,573

1,895,876

75,159,446

Proposal 4 – Shareholder Proposal Regarding Independent 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 (Proposal 4). The Shareholders voted against Proposal 4 by the following count:

Votes For

Votes Against

Abstentions

Broker Non-Votes

141,165,138

349,416,754

19,105,956

75,159,446

Proposal 5 – Shareholder Proposal Regarding Climate Assessment Report

A shareholder of the Company submitted a proposal requesting that the Company issue a report describing if and how it plans to reduce or offset its total contribution to climate change and align its operations with the Paris Agreement’s goal of maintaining global temperature increases well below 2 degrees Celsius (Proposal 5). The Shareholders voted against Proposal 5 by the following count:

Votes For

Votes Against

Abstentions

Broker Non-Votes

91,459,401

395,666,585

22,561,862

75,159,446

 

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 15, 2020

UNION PACIFIC CORPORATION

By:

/s/ Rhonda S. Ferguson

Rhonda S. Ferguson

Executive Vice President, Chief Legal Officer and Corporate Secretary

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