Union Pacific (UNP) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 14, 2026, via live webcast, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholder engagement was robust, including discussions on strategy, sustainability, financial performance, and a major merger, with 99.5% approval for the Norfolk Southern merger.

• The company reported strong 2025 results: net income of $7.1B, operating revenue of $24.5B, and best-ever safety and service metrics.

Voting matters and shareholder proposals

• Shareholders will vote on electing 11 directors, ratifying Deloitte & Touche LLP as auditor, and a non-binding say-on-pay for executive compensation.

• The board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by November 25, 2026, for proxy inclusion.

Board of directors and corporate governance

• 91% of board nominees are independent; 55% are diverse; average tenure is 5.3 years.

• Board committees (Audit, Finance, Compensation & Talent, Governance/Nominating/Sustainability) are composed solely of independent directors.

• Board refreshment is ongoing, with seven directors having less than five years' tenure.

• Proxy access allows shareholders with 3% ownership for three years to nominate up to 20% of the board.

• The board separated the roles of Chairman and CEO, with an independent chairman.