8-K

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 10, 2024 (May 9, 2024)

UNION PACIFIC CORPORATION

(Exact name of registrant as specified in its charter)

### 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):

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 9, 2024, conducted through a live audio webinar only (the Meeting).  Of the 610,096,362 shares outstanding and entitled to vote at the Meeting, 533,695,739 shares were present at the Meeting in person or by proxy, constituting a quorum of approximately 87.47%.  The shareholders of the Company’s common stock (the Shareholders) considered and voted upon five 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 2025 (or until a successor is elected) pursuant to the By-Laws of the Company and the applicable laws of the State of Utah:

Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2024

The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 by the following count:

Proposal 3 – Advisory Vote on 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:

Proposal 4 – **** Shareholder Proposal Requesting Adoption of a Policy Limiting Severance Payments

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

Proposal 5 – **** Shareholder Proposal Requesting an Amendment to the Safety and Service Quality Committee’s Charter to Review Staffing Levels and Confer on Safety Issues with Stakeholders

A shareholder of the Company submitted a proposal requesting the Board of Directors adopt an amendment to the Safety and Service Quality Committee’s Charter to review staffing levels and confer on safety issues with stakeholders, if properly presented at the meeting. The Shareholders voted against Proposal 5 by the following count:

SIGNATURES

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 10, 2024