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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 9, 2025 (May 8, 2025)
______________________________________
UNION PACIFIC CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________
Utah1-607513-2626465
(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 ClassTrading SymbolName of each exchange on which registered
Common Stock
(Par Value $2.50 per share)		UNPNew 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 8, 2025, conducted through a live audio webinar only (the Meeting). Of the 599,318,180 shares outstanding and entitled to vote at the Meeting, 528,745,245 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 88%. The shareholders of the Company’s common stock (the Shareholders) considered and voted upon four 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 2026 (or until a successor is elected) pursuant to the By-Laws of the Company and the applicable laws of the State of Utah:

NameVotes ForVotes AgainstAbstentionsBroker Non-Votes
David B. Dillon450,242,67617,380,611688,35160,433,607
Sheri H. Edison
460,881,9496,832,955596,73460,433,607
Teresa M. Finley465,200,1982,532,278579,16260,433,607
Deborah C. Hopkins461,845,3515,843,442622,84560,433,607
Jane H. Lute462,703,7644,744,418863,45660,433,607
Michael R. McCarthy448,028,38719,627,889655,36260,433,607
Doyle R. Simons
460,024,3067,610,249677,08360,433,607
John K. Tien, Jr.464,763,5202,939,115609,00360,433,607
V. James Vena465,150,5152,474,488686,63560,433,607
John P. Wiehoff464,925,0202,714,692671,92660,433,607
Christopher J. Williams464,647,6412,942,907721,09060,433,607

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2025

The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 by the following count:

Votes ForVotes AgainstAbstentions
498,703,41829,253,506788,321


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 ForVotes AgainstAbstentionsBroker Non-Votes
437,800,73227,943,4272,567,47960,433,607



Proposal 4 – Shareholder Proposal Requesting an Amended Clawback Policy

A shareholder of the Company submitted a proposal requesting the Board of Directors adopt an amended clawback policy, if properly presented at the meeting. The Shareholders voted against Proposal 4 by the following count:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
34,840,649429,453,9394,017,05060,433,607


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 9, 2025
UNION PACIFIC CORPORATION
By:/s/ Christina B. Conlin
Christina B. Conlin
Senior Vice President, Chief Legal Officer, and
Corporate Secretary