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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 18, 2026 (May 14, 2026)
______________________________________
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 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