UNION PACIFIC CORPORATION (NYSE:UNP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02(d)Election of Directors.
The Board of Directors (the Board) of Union Pacific Corporation (the Company), acting upon the recommendation of the Corporate Governance and Nominating Committee, elected Bhavesh “Bob” V. Patel, age 50, to serve on the Board as a director of the Company, effective July 26, 2017. Mr. Patel is Chief Executive Officer and Chairman of the Management Board of LyondellBasell Industries N.V. (LyondellBasell), an international plastics, chemical and refining company.The Board also appointed Mr. Patel to serve on the Finance Committee and Compensation and Benefits Committee. All Company directors serve concurrently on the Board of Directors of the Company’s principal operating subsidiary, Union Pacific Railroad Company (the Railroad).
Mr. Patel joined LyondellBasell in March of 2010 serving in senior leadership roles until January 2015, when he was named Chief Executive Officer and Chairman of the Management Board of the Company.Prior to joining LyondellBasell, Mr. Patel worked for Chevron Phillips Chemical Company in various leadership roles for more than 20 years.
The Board affirmatively determined that Mr. Patel has no material relationship with the Company or any of its consolidated subsidiaries, including the Railroad, (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and is independent within the meaning of the applicable listing standards of the New York Stock Exchange and the Director Independence Standards adopted by the Board. Additionally, the Board determined that Mr. Patel meets the additional independence standards applicable to members of the Compensation and Benefits Committee.In assessing Mr. Patel’s independence, the Board reviewed and considered the fact that LyondellBasell is a customer of the Railroad, and that the payments received by the Railroad for rail services provided to LyondellBasell and noted that these payments were significantly less than 2% of both the Company’s and LyondellBasell’s consolidated gross revenues in 2016, 2015 and 2014, and to date in 2017.In addition, Mr. Patel does not have a direct or indirect material interest in any related person transaction as defined under the Securities and Exchange Commission’s rule and the Company’s Related Party Policy.
The Board reviewed and approved Mr. Patel’s independence in accordance with the listing standards of the New York Stock Exchange and the Board’s Director Independence Standards as set forth in the Company’s Corporate Governance Guidelines and Policies.
The Company issued a press release regarding the election of Mr. Patel, which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
99.1Press Release of Union Pacific Corporation, dated July 26, 2017.
UNION PACIFIC CORP ExhibitEX-99.1 2 unp-20170727xex99_1.htm EX-99.1 Ex 991 July 27th Exhibit 99.1 Union Pacific Elects Bhavesh “Bob” V. Patel to Board of Directors FOR IMMEDIATE RELEASE Omaha,…To view the full exhibit click here
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.
