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UNION PACIFIC CORPORATION (NYSE:UNP) Files An 8-K Submission of Matters to a Vote of Security Holders

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.

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