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 1
2
, 201
6
, in Salt Lake City, Utah (the Meeting). Of the 8
43
,
00
0,
988
shares outstanding and entitled to vote at the Meeting, 7
44
,
609
,
459
shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 8
8
%. The shareholders of the Company’s 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 201
7
(or until a successor is elected) pursuant to the By-Laws of the Company and the applicable laws of the State of Utah:
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Name
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
|
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Andrew H. Card, Jr.
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648,158,625
|
5,344,612
|
1,389,411
|
89,715,040
|
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Erroll B. Davis, Jr.
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645,500,697
|
7,889,609
|
1,504,072
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89,715,040
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David B. Dillon
|
649,318,464
|
4,026,544
|
1,549,411
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89,715,040
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Lance M. Fritz
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626,320,003
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23,867,045
|
4,705,600
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89,715,040
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Charles C. Krulak
|
649,449,051
|
3,966,489
|
1,478,334
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89,715,040
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Jane H. Lute
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650,813,464
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2,523,775
|
1,557,179
|
89,715,040
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Michael R. McCarthy
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649,691,905
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3,717,484
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1,483,260
|
89,715,040
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Michael W. McConnell
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646,946,164
|
6,441,828
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1,506,426
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89,715,040
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Thomas F. McLarty III
|
648,355,491
|
5,042,379
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1,496,548
|
89,715,040
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Steven R. Rogel
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637,943,027
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15,423,445
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1,526,175
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89,715,040
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Jose H. Villarreal
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648,963,548
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4,369,977
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1,560,892
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89,715,040
|
Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 201
6
The
holders of the Company’s common stock voted
for
the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 201
6
by the following count:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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733,378,360
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9,507,203
|
1,723,733
|
0
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Proposal 3 – Advisory Vote on Executive Compensation (“Say on Pay”)
The holders of the Company’s common stock approved, on an advisory (non-binding) basis, the compensation of the Company’s Named Executive Officers, by the following count:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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618,820,586
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31,271,518
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4,802,314
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89,715,040
|
Proposal 4 – Shareholder Proposal Regarding Executives to Retain Significant Stock
A shareholder of the Company submitted a proposal requesting that the Compensation and Benefits Committee adopt a policy requiring senior executives to retain a significant percentage of stock acquired through equity compensation programs until the retirement age of 60. The holders of the Company’s common stock voted
against
Proposal 4 by the following count:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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31,974,189
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619,358,784
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3,559,390
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89,715,040
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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 Company’s common stock voted
against
Proposal 5 by the following count:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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226,681,270
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424,780,759
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3,432,378
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89,715,040
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