UNION PACIFIC CORPORATION (NYSE:UNP) Files An 8-K Submission of Matters to a Vote of Security Holders
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 11, 2017, online at
UNP.onlineshareholdermeeting.com (the Meeting).Of the 811,429,272
shares outstanding and entitled to vote at the Meeting,
714,499,711 shares were present at the Meeting in person or by
proxy, constituting a quorum of approximately 88.0%.The
shareholders of the Companys common stock considered and voted
upon five 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 2018 (or
until a successor is elected) 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. |
617,616,883 | 6,963,159 | 2,054,556 | 87,865,113 |
Erroll B. Davis, Jr. |
609,838,360 | 14,653,269 | 2,142,969 | 87,865,113 |
David B. Dillon |
618,374,806 | 6,017,034 | 2,242,758 | 87,865,113 |
Lance M. Fritz |
597,575,541 | 22,918,577 | 6,140,480 | 87,865,113 |
Deborah C. Hopkins |
621,243,684 | 3,178,922 | 2,211,992 | 87,865,113 |
Jane H. Lute |
617,845,707 | 6,749,521 | 2,039,370 | 87,865,113 |
Michael R. McCarthy |
610,354,703 | 14,067,888 | 2,212,007 | 87,865,113 |
Michael W. McConnell |
608,469,837 | 15,965,624 | 2,199,137 | 87,865,113 |
Thomas F. McLarty III |
613,950,916 | 10,482,938 | 2,200,744 | 87,865,113 |
Steven R. Rogel |
607,427,003 | 16,957,126 | 2,250,469 | 87,865,113 |
Jose H. Villarreal |
618,937,782 | 5,512,701 | 2,184,115 | 87,865,113 |
Proposal 2 Ratification of Appointment of Deloitte Touche LLP as
Independent Registered Public Accounting Firm for the Year Ending
December 31, 2017
The holders of the Companys common stock voted for the
ratification of the appointment of Deloitte Touche LLP as the
Companys independent registered public accounting firm for 2017
by the following count:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
698,022,838 |
13,104,721 |
3,372,152 |
0 |
Proposal 3 Advisory Vote to Approve Executive Compensation (Say
on Pay)
The holders of the Companys common stock approved, on an advisory
(non-binding) basis, the compensation of the Companys Named
Executive Officers, by the following count:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
422,014,728 |
201,228,166 |
3,391,704 |
87,865,113 |
Proposal 4 Advisory Vote on the Frequency of Future Advisory
Votes to Approve Executive Compensation (Say on Frequency)
The holders of the Companys common stock approved, on an advisory
(non-binding) basis, the frequency of future advisory votes to
approve the compensation of the Companys Named Executive
Officers, by the following count:
1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
565,327,195 |
2,515,904 |
55,869,794 |
2,921,705 |
87,865,113 |
Based on the results of the vote, and consistent with the
Companys recommendation, the Board has determined to hold an
advisory vote on executive compensation on an annual basis.
Proposal 5 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.The holders
of the Companys common stock voted against Proposal 5 by the
following count:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
284,487,270 |
338,190,475 |
3,956,853 |
87,865,113 |
About UNION PACIFIC CORPORATION (NYSE:UNP)
Union Pacific Corporation operates through its principal operating company, Union Pacific Railroad Company. Union Pacific Railroad Company links approximately 20 states in the western two-thirds of the country by rail, providing link in the supply chain. The Company’s business mix includes agricultural products, automotive, chemicals, coal, industrial products and intermodal. The Company operates from West Coast and Gulf Coast ports to eastern gateways, connects with Canada’s rail systems and serves approximately six Mexico gateways. The Company is a Class I railroad operating in the United States. The Company’s network includes approximately 32,080 route miles, linking Pacific Coast and Gulf Coast ports with the Midwest and Eastern United States gateways and providing several corridors to Mexican gateways. The Company owns approximately 26,060 miles and operates on the remainder pursuant to trackage rights or leases. UNION PACIFIC CORPORATION (NYSE:UNP) Recent Trading Information
UNION PACIFIC CORPORATION (NYSE:UNP) closed its last trading session up +0.98 at 111.46 with 3,609,889 shares trading hands.