UNION PACIFIC CORP

This summary highlights information that may be contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting.

Meeting Information and Availability of Proxy Materials

Date and Time: May 9, 2024, at 8:00 A.M., Central Daylight Time

Place: Via live audio webcast at www.virtualshareholdermeeting.com/UNP2024

Record Date: March 15, 2024

How to Vote

We encourage you to vote in advance of the meeting. You may vote using one of the following voting methods. Make sure to have your proxy card or voting instruction form in hand and follow the instructions. Participants in Union Pacific’s thrift and retirement plans who hold Company stock through such plans will receive separate voting instructions. You can vote in one of three ways:

Company Performance Highlights

Although 2023 proved to be a challenging year due to soft consumer markets, inflationary pressures, the new labor agreements with our craft professionals, fluctuating fuel prices and first quarter weather disruptions that impacted our operations, we continued to focus on using our resources effectively and productively, resulting in sequential improvement in many of our operating metrics.

The Union Pacific team is executing our multi-year strategy: Safety + Service & Operational Excellence = Growth. Together as a team, we are focused on achieving the best safety record in the industry, being known for superior service, grounded in operational excellence which, in turn, drives growth.

Safety. In 2023, we initiated changes to our safety program that focused on training, culture and continued refinement of our tools and processes to enable proactive intervention to prevent derailments. While our reportable personal injury incident rate per 200,000 employee-hours deteriorated 4% from 2022, we saw improvement in the latter part of the year. Our efforts also drove our reportable derailment incident rate per million train miles down 6% year-over-year.

Our Board of Directors created a Safety and Service Quality Committee in July 2023 to (i) review and oversee the safety programs and practices of the Company, (ii) monitor the Company’s compliance with safety programs and practices, and (iii) review and monitor the Company’s service performance.

Service. Our operational performance and many of our operating metrics improved year-over-year. For 2023, car trip plan compliance for both intermodal and manifest/automotive products improved compared to 2022. Throughout the year, we improved network fluidity as reflected in faster freight car velocity and lower terminal dwell. We graduated over 1,900 train, engine, and yard employees to backfill attrition, cover absences resulting from recently negotiated sick leave benefits, and added employees in areas of critical need to address operational challenges, to create a buffer to support operations, and to support our service product.

Operational Excellence. The year began with weather disruptions across the network that impacted our operations. We deployed additional locomotives and aggressively hired train, engine, and yard employees to alleviate these operational challenges.

In 2023, Union Pacific was named to both the World and North American Dow Jones Sustainability Indices (DJSI), the first U.S. Class I railroad to be on the World Index and our second year on the North American DJSI index. This recognition and our inclusion in the JUST Capital 100 again this year demonstrate our continued commitment to sustainability.

Highlights of the Company's 2023 financial and operational performance include:

Sustainability Highlights

Our vision of Building America means we connect the nation’s businesses and communities to each other and the world by providing safe, reliable and efficient supply chain solutions. To do this effectively, we must reinforce our focus on our new strategy: Safety + Service & Operational Excellence = Growth. This means moving faster and being more efficient, productive and responsive to our customers and all stakeholders.

We strive to serve our customers, enhance shareholder value, invest in our communities, and provide promising careers, while operating in an ethical manner. It is our responsibility to emphasize the importance of diversity and inclusivity within our workforce, pursue innovative technology, protect clean air and water, and set and reach targets to reduce our carbon footprint.

Our environmental, social and governance strategy, Building a Sustainable Future 2030, is built on five areas of concentration:

For more information on our Building a Sustainable Future 2030 strategy, please see our forthcoming 2023 Building America Report on our website, up.com, under the Investor drop-down menu, under “Sustainability.”

DISCLOSURE

This year we updated our sustainability disclosure strategy, combining our three separate reports (The Climate Action Plan, We Are One Report, and the Building America Report) into one consolidated report, the Building America Report, covering our sustainability initiatives. We believe having our sustainability disclosures and data in one report will make it easier for stakeholders to locate, bolstering our commitment to transparency.

To guide our sustainability disclosures, we reference several reporting standards and frameworks, including the Global Reporting Initiative’s (GRI) reporting standards, the UN’s Sustainable Development Goals (SDGs) and the Sustainability Accounting Standards Board (SASB). Environmental disclosures also incorporate the Task Force on Climate-Related Financial Disclosures (TCFD) framework.

RECOGNITIONS

We are proud of our commitment to disclosing our sustainability strategies and data in several disclosure initiatives. We were honored to be the recipient of several awards, rankings, and recognitions over the last year, including the following:

Visit our Awards & Accolades Webpage for the full list at www.up.com/media/media_kit/awards/index.htm.

ENVIRONMENTAL

Union Pacific is committed to protecting the environment now and for future generations through our efforts in evaluating and improving our environmental management systems and operating efficiency while developing and investing in technology to reduce our environmental footprint. We are dedicated to sustainability and providing safe, reliable, fuel-efficient and environmentally responsible freight transportation for our customers.

2023 Environmental Highlights Include:

Additional information and details can be found in our forthcoming 2023 Building America Report. The report will be available on our website, up.com, under the Investor drop-down menu, under “Sustainability.”

SOCIAL

Investing in our Workforce is one of the five areas of concentration in our Building a Sustainable Future 2030 strategy. We are dedicated to providing an inclusive environment where employees feel valued, engaged and inspired.

Union Pacific aspires to reach our 2030 goals of 11% women and 40% people of color representation while maintaining our standards of hiring and promoting based on merit. This reflects our desire to create an environment where people can be their best, personally and professionally.

We made steady progress in 2023, increasing our people of color representation by 1.0 percentage point.

Union Pacific’s Workforce at a Glance*

• Data as of December 31, 2023

Every worker has the right to expect equal pay for equal work regardless of their gender, race, color, religion, national origin, age, disability, sexual orientation, or other status protected by law. Each year, Union Pacific performs a review to identify potential pay equity concerns relative to race and gender for management employees and takes steps to address inappropriate disparities. In 2023, a third-party compensation expert assessed our pay practices and validated equal pay at Union Pacific. The results showed there is no statistically significant difference in pay across gender or race: men and women, and people of color, with comparable work responsibilities and seniority, are currently paid within 1% of each other.

Please refer to the 2023 Building America Report for additional information and details, including Union Pacific’s investments in the communities across its network. The report will be available on our website, up.com, under the Investor drop-down menu, under “Sustainability.”

GOVERNANCE

The Company’s commitment to strong corporate governance, effective risk management and strong independent oversight of management by the Board is reflected in our sound governance practices and policies.

Corporate governance highlights include:

Note: These statistics reflect the tenure, independence and diversity of the twelve director nominees.

SUSTAINABILITY GOVERNANCE

The Board of Directors provides oversight of our sustainability strategy. The Corporate Governance, Nominating and Sustainability Committee is responsible for reviewing current developments in sustainability and recommends adoption of new, or modifications to existing practices, policies, and procedures. To oversee and guide the appropriate management of sustainability, we have established the following governance structure:

Shareholder Engagement

It has been our longstanding practice to meet with shareholders throughout the year so that management and the Board can better understand shareholder perspectives on governance, executive compensation, and other topics.

We believe that engagement with our shareholders is an important part of our Company’s success and we have an active shareholder engagement program. Our shareholder engagement efforts help us to better understand our shareholders’ priorities and concerns and enable the Company to most effectively address issues important to our shareholders. Our Investor Relations team regularly meets with investors and investment analysts. Our head of Investor Relations communicates topics discussed and shareholder feedback to senior management and the Board for consideration in their decision-making.

In 2023, as part of our regular shareholder engagement, management participated in 12 investor conferences, over 100 virtual or in-person investor meetings and hosted more than 500 conference calls with investors and analysts.

Our current independent Board Chairman, and then lead independent director, Michael McCarthy, and other independent directors engaged with shareholders during 2023 to discuss CEO succession and senior leadership transitions.

We engaged in dialogue with holders of more than 50% of our total shares outstanding. Additionally, we met with 60% of our top 100 investors. We engaged with investors on various topics, including:

Our annual say-on-pay vote is an opportunity to receive feedback from shareholders regarding our executive compensation program. Shareholders demonstrated strong support for our executive compensation program in 2023 as evidenced by the 91% of votes cast in favor of say-on pay at our 2023 Annual Meeting of Shareholders. We believe that the executive compensation decisions made in 2023 and described in this Proxy Statement benefit shareholders and continue to align with our strategy and pay-for-performance philosophy.

Executive Compensation Highlights

Leadership Transitions during 2023

2023 Compensation Highlights

1400 Douglas Street, 19th Floor

Omaha, NE 68179

PROXY STATEMENT

FOR

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 9, 2024