Union Pacific (UNP) shareholders back board slate, auditor and executive pay at 2026 meeting

Rhea-AI Filing Summary

Union Pacific Corporation reported the results of its Annual Meeting of Shareholders held on May 14, 2026. Of 593,678,300 shares outstanding and entitled to vote, 538,870,394 were represented in person or by proxy, establishing a 90.76% quorum.

Shareholders elected all nominated directors to one-year terms ending at the next annual meeting. They also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, and approved, on an advisory basis, the executive compensation program.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 593,678,300 shares Shares present for quorum: 538,870,394 shares Quorum percentage: 90.76% +5 more

8 metrics

Shares outstanding entitled to vote 593,678,300 shares Annual Meeting of Shareholders

Shares present for quorum 538,870,394 shares Annual Meeting representation

Quorum percentage 90.76% Shares present vs. outstanding

Auditor ratification votes for 506,109,723 votes Deloitte & Touche LLP for 2026

Auditor ratification votes against 31,880,708 votes Deloitte & Touche LLP for 2026

Say on Pay votes for 454,118,030 votes Advisory executive compensation approval

Say on Pay votes against 24,436,114 votes Advisory executive compensation approval

Broker non-votes on Say on Pay 58,075,071 votes Executive compensation advisory vote

Key Terms

quorum, Broker Non-Votes, independent registered public accounting firm, Advisory Vote to Approve Executive Compensation, +1 more

5 terms

quorum financial

"constituting a quorum of 90.76%"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Broker Non-Votes financial

"Broker Non-Votes 58,075,071"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Advisory Vote to Approve Executive Compensation financial

"Proposal 3 – Advisory Vote to Approve Executive Compensation"

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders on May 14, 2026"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

Understanding 8-K Material Events →

0000100885FALSE00001008852026-05-142026-05-14

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 18, 2026 (May 14, 2026)

______________________________________

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

______________________________________

Utah			1-6075			13-2626465
(State or other jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer 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, 2026, conducted through a live audio webinar only (the Meeting). Of the 593,678,300 shares outstanding and entitled to vote at the Meeting, 538,870,394 shares were present at the Meeting in person or by proxy, constituting a quorum of 90.76%. The shareholders of the Company’s common stock (the Shareholders) considered and voted upon three 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 2027 (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
Sheri H. Edison			468,658,407			10,831,667			1,305,249			58,075,071
Teresa M. Finley			477,361,721			2,594,064			839,538			58,075,071
Deborah C. Hopkins			477,411,285			2,517,387			866,651			58,075,071
Jane H. Lute			458,441,119			21,204,940			1,149,264			58,075,071
Michael R. McCarthy			453,856,480			25,893,643			1,045,200			58,075,071
Doyle R. Simons			468,876,858			10,944,221			974,244			58,075,071
John K. Tien, Jr.			477,322,167			2,587,244			885,912			58,075,071
V. James Vena			477,824,620			2,033,848			936,855			58,075,071
John P. Wiehoff			477,320,553			2,518,328			956,442			58,075,071
W Anthony Will			477,982,920			1,797,522			1,014,881			58,075,071
Christopher J. Williams			473,783,412			5,778,011			1,233,900			58,075,071

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2026

The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026 by the following count:

Votes For			Votes Against			Abstentions
506,109,723			31,880,708			879,963

Proposal 3 – Advisory Vote to Approve 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
454,118,030			24,436,114			2,241,179			58,075,071

SIGNATURE

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 18, 2026

			UNION PACIFIC CORPORATION
			By:			/s/ Christina B. Conlin
						Christina B. Conlin
						Executive Vice President, Chief Legal Officer, and
						Corporate Secretary

FAQ

What did Union Pacific (UNP) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing directors, ratifying Deloitte & Touche LLP as independent auditor for 2026, and approving executive compensation on an advisory basis. All three proposals received sufficient support to be approved.

What was the quorum for Union Pacific’s May 2026 shareholder meeting?

The quorum was 538,870,394 shares present in person or by proxy, out of 593,678,300 shares outstanding and entitled to vote. This represented 90.76% of eligible shares, allowing the meeting to conduct official business.

Did Union Pacific (UNP) shareholders approve the auditor for 2026?

Yes, shareholders ratified Deloitte & Touche LLP as Union Pacific’s independent registered public accounting firm for 2026 with 506,109,723 votes for, 31,880,708 against, and 879,963 abstentions, confirming the external auditor appointment.

How did Union Pacific shareholders vote on executive compensation in 2026?

Shareholders approved executive compensation on an advisory basis with 454,118,030 votes for, 24,436,114 against, 2,241,179 abstentions, and 58,075,071 broker non-votes. This supports the company’s pay programs for Named Executive Officers.

Were all Union Pacific director nominees elected at the 2026 annual meeting?

All listed director nominees, including V. James Vena and other board members, were elected to one-year terms. Each nominee received substantially more votes for than against, with additional broker non-votes recorded on the director election proposal.

How many Union Pacific (UNP) shares were outstanding and entitled to vote at the meeting?

There were 593,678,300 Union Pacific common shares outstanding and entitled to vote at the annual meeting. Of these, 538,870,394 shares were represented in person or by proxy, satisfying quorum requirements under applicable rules and bylaws.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB