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UNION PACIFIC CORP

For the period ended May 9, 2024. Filed Mar 26, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 9, 2024 · Filed Mar 26, 2024

UNP$290.16-2.6%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐​​Preliminary Proxy Statement
☐​​Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒​​Definitive Proxy Statement
☐​​Definitive Additional Materials
☐​​Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
​​
☒​​No fee required.
​​
☐​​Fee paid previously with preliminary materials.
​​
☐​​Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
​​Union Pacific Corporation 1400 Douglas Street, 19th Floor Omaha, NE 68179

March 26, 2024

NOTICE OF

ANNUAL MEETING OF SHAREHOLDERS

DateThursday May 9, 2024

Time8:00 A.M.Central Daylight Time

Placevia live audio webcast atwww.virtualshareholdermeeting.com/UNP2024

Record DateMarch 15, 2024Close of Business

Your vote is very important. New York Stock Exchange rules provide that if your shares are held by a broker, your broker is NOT permitted to vote your shares on most matters presented at the Annual Meeting, including the election of directors, and may elect not to vote your shares at all, unless you provide voting instructions to your broker. We strongly encourage you to submit your proxy card to your broker or utilize your broker’s telephone or internet voting services (if available) and exercise your right to vote as a shareholder.

To Shareholders:

The 2024 Annual Meeting of Shareholders (the Annual Meeting) of Union Pacific Corporation (the Company) will be held at 8:00 A.M., Central Daylight Time, on Thursday, May 9, 2024, via live audio webcast at www.virtualshareholdermeeting.com/UNP2024 for the following purposes:

1​​To elect the twelve directors named in the Proxy Statement, each to serve for a term of one year or until his or her successor is elected and qualified;
2​​To ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for 2024;
3​​To approve, by non-binding vote, the compensation of the Company’s Named Executive Officers;
4 & 5​​To consider and vote upon two shareholder proposals if properly presented at the Annual Meeting; and
​​To transact such other businesses as may properly come before the Annual Meeting.

Only shareholders of record at the close of business on March 15, 2024, are entitled to notice of, and to vote at, the Annual Meeting. This Proxy Statement and the accompanying proxy card are being distributed and made available to shareholders of the Company on March 26, 2024.

You may listen to the live audio webcast of the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/UNP2024. Instructions on how to participate in the Annual Meeting via live audio webcast are described in the accompanying Proxy Statement and posted at www.virtualshareholdermeeting.com/UNP2024.

Craig V. Richardson

Executive Vice President,

Chief Legal Officer and

Corporate Secretary

PROXY STATEMENT

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.