---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-015331"
form_type: "8-K"
ticker: "UNP"
cik: "0000100885"
company_name: "UNION PACIFIC CORP"
filed_at: "2023-05-19T23:59:59+00:00"
generated_at: "2026-06-14T19:04:50.554004+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# UNP annual meeting: all 10 directors elected; shareholder proposals rejected

## Summary
- All 10 director nominees elected with votes for ranging from 425M to 451M; largest against was Lance Fritz (31.8M withhold).
- Ratification of Deloitte as auditor approved with 501M votes for, 26.3M against.
- Advisory vote on executive compensation approved: 415.9M for, 40.6M against.
- Advisory vote on frequency: 1-year option received 448.5M votes; board adopted annual Say on Pay.
- Three shareholder proposals (independent chairman, bylaw amendment, paid sick leave) all rejected with strong majorities against.

## SEC filing metadata
- accession: 0001437749-23-015331
- form_type: 8-K
- ticker: UNP
- cik: 0000100885
- company_name: UNION PACIFIC CORP
- filed_at: 2023-05-19T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/100885/000143774923015331/0001437749-23-015331-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/100885/000143774923015331/unp20230516_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-015331
- JSON: https://secwatch.observer/filing/0001437749-23-015331.json
- Plain text: https://secwatch.observer/filing/0001437749-23-015331.txt

## Key facts
- Shareholder Votes
  UNION PACIFIC CORP shareholders approved Election of Directors at the 2023-05-18 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: The Shareholders elected each of the following directors to serve a term of one year
  evidence_url: https://www.sec.gov/Archives/edgar/data/100885/000143774923015331/0001437749-23-015331-index.htm
- Shareholder Votes
  UNION PACIFIC CORP shareholders rejected Shareholder Proposal Regarding Independent Chairman at the 2023-05-18 meeting.
  - Outcome: failed
  - Meeting: 2023-05-18
  source text: The holders of the Company’s common stock voted against Proposal 5 by the following count
  evidence_url: https://www.sec.gov/Archives/edgar/data/100885/000143774923015331/0001437749-23-015331-index.htm
- Shareholder Votes
  UNION PACIFIC CORP shareholders approved Advisory Vote on Executive Compensation ('Say on Pay') at the 2023-05-18 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: The Shareholders approved , on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, by the following count
  evidence_url: https://www.sec.gov/Archives/edgar/data/100885/000143774923015331/0001437749-23-015331-index.htm
- Shareholder Votes
  UNION PACIFIC CORP shareholders rejected Shareholder Proposal Requesting an Amendment to Bylaws to Require Shareholder Approval for Certain Future Amendments at the 2023-05-18 meeting.
  - Proposal: charter amendment
  - Outcome: failed
  - Meeting: 2023-05-18
  source text: Proposal 6 was rejected by the following count
  evidence_url: https://www.sec.gov/Archives/edgar/data/100885/000143774923015331/0001437749-23-015331-index.htm
- Shareholder Votes
  UNION PACIFIC CORP shareholders approved Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2023 at the 2023-05-18 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: The Shareholders voted for the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 by the following count
  evidence_url: https://www.sec.gov/Archives/edgar/data/100885/000143774923015331/0001437749-23-015331-index.htm
- Shareholder Votes
  UNION PACIFIC CORP shareholders approved Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Compensation ('Say on Frequency') at the 2023-05-18 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-18
  source text: The Shareholders approved , on an advisory (non-binding) basis, the frequency of future advisory votes to approve the compensation of the Company’s named executive officers, by the following count
  evidence_url: https://www.sec.gov/Archives/edgar/data/100885/000143774923015331/0001437749-23-015331-index.htm
- Shareholder Votes
  UNION PACIFIC CORP shareholders rejected Shareholder Proposal Requesting a Paid Sick Leave Policy at the 2023-05-18 meeting.
  - Outcome: failed
  - Meeting: 2023-05-18
  source text: Proposal 7 was rejected by the following count
  evidence_url: https://www.sec.gov/Archives/edgar/data/100885/000143774923015331/0001437749-23-015331-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.