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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  o

Check the appropriate box:

o Preliminary Proxy Statement

oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

o Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

UNION PACIFIC CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Union Pacific Corporation
1400 Douglas Street, 19th Floor
Omaha, NE 68179
April 3, 2020

March 28, 2018

NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS

Date and Time
Thursday, May 10, 2018,14, 2020, at 8:00 a.m., Central Daylight Time
 
 
Place
Omaha Marriott Downtown at the Capitol DistrictCHI Health Center
222455 North 10th Street
Room 204
Omaha, Nebraska
 
 
Record Date
March 9, 201820, 2020
 
 
Items of Business
(1)
To elect the teneleven directors named in the Proxy Statement, each to serve for a term of one year andor until their successors arehis 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 2018;2020;
(3)
To approve, by non-binding vote, the compensation of the Company’s Named Executive Officers;
(4)
To consider and vote upon onetwo shareholder proposalproposals if properly presented at the Annual Meeting; and
(5)
To transact such other business as may properly come before the Annual Meeting.

Only shareholders of record at the close of business on March 9, 2018,20, 2020, are entitled to notice of, and to vote at, the Annual Meeting.

For your convenience, you may attend the Annual Meeting in person or listen via a live audio-only webcast. You may listen to the live audio-only webcast of the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/UNP2018UNP2020 when you enter your 16-digit control number included on your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials. Instructions on how to listen to the Annual meetingMeeting via live audio-only webcast are posted at www.virtualshareholdermeeting.com/UNP2018.

UNP2020.

As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we decide to hold the Annual Meeting solely by means of remote communication, the meeting will occur at the above date and time via live audio webcast, and you or your proxyholder will be able to participate, vote and examine our shareholder list by visitng the www.virtualshareholdermeeting.com/UNP2020 website and using your 16-digit control number. We will announce any decision to hold the meeting solely by means of remote communication in advance, and details on how to participate in and vote during will be available at https://www.up.com/investors.
Your vote is very important. New York Stock Exchange rules provide that if your shares are held by a broker, your broker will NOT be able to vote your shares on most matters presented at the Annual Meeting, including the election of directors, 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.

Rhonda S. Ferguson
Executive Vice President,
Chief Legal Officer and
Corporate Secretary


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UNION PACIFIC CORPORATION
PROXY STATEMENT

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PROXY SUMMARY

This summary highlights information 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


Meeting Information and Availability of Proxy Materials

Date and Time:

May 10, 2018,14, 2020, at 8:00 A.M., Central Daylight Time

Place:*
CHI Health Center
455 North 10th Street
Room 204
Omaha, Nebraska

Record Date:
March 20, 2020
How to Vote
Even if you plan to attend the 2020 Annual Meeting of Shareholders in person*, 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:

RECORD HOLDERS
t
Voting Matters and Board Recommendations
Place:
Omaha Marriott Downtown at the Capitol District, 222 North 10th Street, Omaha, Nebraska

Matter
Record Date:Our Board’s Recommendations
March 9, 2018

This Proxy Statement and the accompanyingVote via the Internet
 Go to www.proxyvote.com proxy card are being distributed and made available to shareholders on or about March 28, 2018.


Voting Matters and Board Recommendations


Matter
Our Board’s Recommendations
Proposal 1

Election of ten (10)eleven (11) Director Nominees (page
8)
FOR Each Director Nominee

Vote by telephone
 Call toll free 1-800-690-6903 within the USA,
   US territories & Canada

Vote by mail
 Complete, sign, date and return your proxy card
   in the envelope provided

BENEFICIAL OWNERS
Follow the instructions set forth on the voting instruction form provided by your broker with these proxy materials.
Proposal 2
Proposal 2
Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2018(page 2020 (page 3735)
FOR
Proposal 3
Proposal 3
Advisory Vote to Approve Executive Compensation (page 4038)
FOR
Proposal 4
Proposal 4
Shareholder Proposal Regarding Independent Chairman (page 8679)
AGAINST


How to Vote


Even if you plan to attend the 2018 Annual Meeting of Shareholders in person, we encourage you to vote in advance of the meeting. You may vote using one 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:

Record Holders
Beneficial Owners
Proposal 5
Shareholder Proposal Regarding
Climate Assessment Report (page 82)
Vote via the InternetAGAINST
Follow the instructions set forth on
the voting instruction form provided by your broker with these proxy materials.
Go to www.proxyvote.com
Vote by telephone
Call toll free 1-800-690-6903 within the USA, US territories & Canada on a touch tone telephone
Vote by mail
Complete, sign, date and return your proxy card in the envelope provided

*
As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate, including how to vote, will be available at https://www.up.com/investors.

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PROXY SUMMARY



Company Performance Highlights*Highlights


After two consecutive years of overall volume declines,

In 2019, the Company experiencedproduced record financial results and finished the year with improvements in service reliability and productivity despite significant weather events, including harsh winter conditions in the Midwest and Pacific Northwest that were followed by widespread flooding across the central and southern portions of our network. We continued implementation of Unified Plan 2020, the Company’s plan for operating a 2% increasesafe, reliable and efficient railroad by increasing reliability of our service product, reducing variability in volume in 2017. This increase in volume, along with positive pricingnetwork operations and a continued focus on productivity, generated record earnings.improving resource utilization costs. Highlights of the Company’s 20172019 operational and financial performance include:


Record financial performance, with adjusted earnings per share of $5.79, a 14% improvement compared to last year’s $5.07 per share$8.38, up 6% from 2018

The adjustedAn all-time record operating ratio was an all-time record 63.0%for 2019 of 60.6%, improving 0.52.1 points from 20162018’s 62.7%

Adjusted operatingOperating income of more than $7.8$8.6 billion, an 8% increase compared to 2016flat with 2018 despite the 6% carload decline

The reportable personal injury rate per 200,000 employee-hours was 0.79, our second lowest, increasing slightly from last year’s best-ever result of 0.75, making us the safest Class I railroadSubstantial improvement in North America for the third consecutive yearkey performance indicators year-over-year. For example, improvement in asset utilization and fewer car classifications led to a 17% improvement in freight car terminal dwell and a 6% improvement in freight car velocity

13% improvement in locomotive productivity and 2% improvement in work force productivity

Total shareholder return was 32%33.7% for 2017,2019, compared with 22%31.5% for the S&P 500

* See Item 7 of Union Pacific’s Annual Report on Form 10-K for the year ended December 31, 2017, for reconciliations to U.S. GAAP


Governance Highlights


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. Governance Highlights include:


Board Composed of 90%91% Independent Directors (9(10 out of 1011 Board Nominees)

Commitment to Board Refreshment (Three (3)(Four New Diverse Directors in Past TwoFour Years, 25%36% of current composition)

Annual Election of Directors with Majority Voting Standard

Five Diverse Board Members/Nominees for Re-Election (50%(45%)

Average Board Tenure is 66.5 years with current Board Nominees

“Proxy Access” Right

Active Lead Independent Director

Executive Sessions of Independent Directors at each Board and Committee Meeting

Board Strategic Oversight and review of Enterprise Risk Management and Strategy

Four Fully Independent Board Committees

Stringent Director and Executive Officer Stock Ownership Guidelines (7x Annual Salary for CEO and 4x Annual Salary for other NEOs)Named Executive Officers)

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Shareholder Outreach


We carefully consideredwere encouraged with the results of the Say-on-Payour say-on-pay vote at our 20172019 Annual Meeting of Shareholders and, in order to respond constructively to the voting results,as we received shareholder support of 95% for our Compensation and Benefits Committee directed management to actively seek more specific feedback from shareholders regarding the Company’s executive compensation program. We take these voting results seriously and, in 2017, our management teambelieve that the changes we made a concerted effort to increase engagement with our shareholders regarding our executive compensation program. Our Chair of the Compensation and Benefits Committee, along with senior members of our management team, participated in a number of in-person and telephonic meetings and discussions with shareholders.

During 2017, we engaged shareholders with cumulative shareholdings of over 55% through a combination of:

in-person meetings with our largest shareholders;
conference calls; and
a written communication outlining proposed considerations for our executive compensation program that solicited shareholder feedback.

These conversations were productive and meaningful and led to changes in our executive compensation program as discussed in 2019 - eliminating the Letter fromuse of retention stock so that long term incentive awards in 2019 for executives consisted of 60% performance stock units and 40% stock options and adopting a formal recoupment of incentive compensation policy - together with the Compensationrevisions we made in prior years benefit shareholders and Benefits Committee on page 41continue to align with our strategy and in the Compensation Discussion and Analysis beginning on page 43.

Also in 2017,pay-for-performance philosophy.

In 2019, as part of our regular shareholder engagement, management participated in 1215 investor conferences, numerous in-person investor meetings, and hosted nearly 240more than 260 conference calls with analysts and investors.

Because executive compensation programs for 2017 were set early in the year, certain changes that our Compensation and Benefits Committee implemented after considering shareholder feedback will take effect in 2018. We believe that changes we have made will enhance our compensation program in a manner that both benefits shareholders and continues to align with our strategy and pay-for-performance philosophy.


Executive Compensation Highlights



For 2018, implemented a newIn 2019 our executives participated for the second year in our formula-based annual incentive plan where eighty percent (80%) of annual incentive cash bonuses paid to our executives, including the NEOs, will benamed executive officers (NEOs), was based on the attainment of specified Company financial performance goals (operating income (40%) and operating ratio (40%)), and the remainderremaining (20%) will be paid in a non-formulaic componentwas based on the Company’s performance against pre-established business objectives and individual executive performance

Under our formula-based annual incentive plan, performance for 2019 resulted in an overall payout of 41% of target for four of the five NEOs after the Compensation and Benefits Committee’s adjustment for weather related expenses as set forth on page 50 of the Compensation Discussion and Analysis (CD&A)

Conducted extensive shareholder outreach and engagement regarding the Company’s executive compensation program as described in the Letter fromUpon recommendation of the Compensation and Benefits Committee, on page 41our Chief Operating Officer, Mr. Vena, received an annual incentive bonus for 2019 at 150% of target based upon superior performance implementing Unified Plan 2020

Based on our three-year average return on invested capital (ROIC) of 15.0% and our relative Operating Income Growth at the 58th percentile, performance stock units for the three-year performance period (2017-2019) ending in 2019 vested at 200% of target

The Compensation and Benefits Committee also recommended, and the Board approved, vesting of the first tranche of Mr. Vena’s 2019 equity award at 100% of target

The compensation earned in 20172019 by Mr. Fritz and the named executive officers (NEOs),other NEOs, as described in the Compensation Discussion and AnalysisCD&A section of this Proxy Statement, reflects our policy of having a significant portion of our executives’ compensation tied to annual and long-term Company performance
Bonuses earned for the 2017 performance year were increased to reflect improved Company

financial performance and overall relative Peer Group performance composite rank of 3rd (compared to a relative Peer Group performance composite rank of 13th in 2016)


In 2017, the value of our long-term incentive awards for our NEOs increased, reflecting the Company’s improved financial performance; 71%2019, 74% of the target compensation opportunity provided to Mr. Fritz and 54%65% of the target compensation opportunity provided to the rest of the NEOs in 2017 was in the form of long-term incentive equity awards

20172019 long-term incentive awards granted in February consisted of 50% (up from 40%)60% performance stock units and 40% stock options and 10% (down from 20%) retention stock units

Performance stock unit awards granted in 20172019 are based onsubject to a 3-year average ROIC subject toand a relative Operating Income Growth modifier (+/-25% of the award earned based on the ROIC, achieveddepending on our Operating Income Growth compared to companies in the S&P 500 Industrials Index)

Performance stock units
The Compensation and Benefits Committee also approved a formalized policy for recoupment of incentive compensation described on page 44 of the three-year performance period (2015-2017) ending in 2017 vested at 60% of targetCD&A which became effective January 1, 2020

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UNION PACIFIC CORPORATION
1400 Douglas Street, 19th Floor
Omaha, NE 68179

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 10, 2018

14, 2020

INFORMATION ABOUT THE ANNUAL MEETING, VOTING AND PROXIES

Important Notice Regarding the Availability of Proxy
Materials for the Shareholder Meeting to Be Held on May 10, 2018

14, 2020

This Proxy Statement and our 20172019 Annual Report on Form 10-K are available at www.up.comunder the
“Investors” “Investors” caption link by selecting“Annualselecting “Annual Reports/Form 10-Ks and Proxy Statements”
www.up.com/investors/annuals/index/shtml.


Date, Time and Place of Meeting


This Proxy Statement is being furnished to shareholders of Union Pacific Corporation (the Company) in connection with the solicitation of proxies by the Board of Directors of the Company (the Board) for use in voting at the Annual Meeting of Shareholders or any adjournment or postponement thereof (the Annual Meeting). The Annual Meeting will be held on Thursday, May 10, 2018,14, 2020, at 8:00 A.M., Central Daylight Time, at the Omaha Marriott Downtown at the Capitol District, 222CHI Health Center, 455 North 10th Street, Room 204, Omaha, Nebraska. This Proxy Statement and the accompanying proxy card are being distributed and made available to shareholders of the Company on or about March 28, 2018.April 3, 2020.
As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we take this step, we will announce the decision to do so in advance, and details on how to participate, including how to vote and how to examine our stockholders list, will be available at https://www.up.com/investors.


Record Date, Outstanding Shares and Quorum


Only holders of record of the Company’s common stock at the close of business on March 9, 201820, 2020 (the Record Date), will be entitled to vote at the Annual Meeting. On the Record Date, we had 775,579,258678,553,915 shares of common stock outstanding and entitled to vote. If a majority of the shares outstanding on the Record Date are present and entitled to vote on any matter at the Annual Meeting, we will have a quorum at the Annual Meeting. Any shares represented by proxies that are marked for, against or to abstain from voting on a proposal will be counted as present for the purpose of determining whether there is a quorum.


Internet Availability of Proxy Materials


Again this year, we are using the Securities and Exchange Commission (SEC) rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing a noticeNotice of Internet availabilityAvailability of proxy materialsProxy Materials instead of a paper copy of the proxy materials. All shareholders receiving the notice will have the ability to access the proxy materials over the Internet and may request to receive a paper copy of the proxy materials by mail. Instructions on how to access the proxy materials over the Internet or to request a paper copy may be found in the noticeNotice of Internet availabilityAvailability of proxy materials.Proxy Materials. In addition, the notice contains information on how you may request access to proxy materials in printed form by mail or electronically on an ongoing basis.

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INFORMATION ABOUT THE ANNUAL MEETING, VOTING AND PROXIES



Accessing Proxy Materials over the Internet


Your noticeNotice of Internet availabilityAvailability of proxy materials,Proxy Materials, proxy card or voting instruction card will contain instructions on how to:

View our proxy materials for the Annual Meeting on the Internet; and
Instruct us to send our future proxy materials to you electronically by email or the Internet.
Our proxy materials will be available during the voting period at www.proxyvote.com. From this website, you also will be able to vote prior to the Annual Meeting. To access this website, you will need your 16-digit control number included on your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.

Your notice of Internet availability of proxy materials, on your proxy card or on the instructions that accompanied your proxy materials.

Your Notice of Internet Availability, proxy card or voting instruction card will contain instructions on how you may request proxy materials electronically on an ongoing basis. Choosing to access your future proxy materials electronically will help us conserve natural resources and reduce the costs of distributing our proxy materials.


Voting Rights


Holders of our common stock are entitled to one vote for each full share held as of the Record Date.

Under Proposal Number 1, directors will be elected by a majority of the votes cast by the shares of common stock present at the Annual Meeting (either in person or by proxy) and entitled to vote on the election of directors, which means that a nominee will be elected if he or she receives more “for” votes than “against” votes. Pursuant to Section 9 of Article I of the Company’s By-Laws and applicable laws of the State of Utah, a nominee who does not receive more “for” votes than “against” votes will be elected to a shortened term expiring on the earlier of: (i) 90 days after the day on which the Company certifies the voting results; or (ii) the day on which a person is selected by the Board to fill the office held by the director.

Approval of Proposal Number 2 (ratification of the appointment of the independent registered public accounting firm), Proposal Number 3 (advisory vote to approve executive compensation) and, Proposal Number 4 (shareholder proposal regarding independent chairman) and Proposal Number 5 (shareholder proposal regarding climate assessment report) requires the affirmative vote of a majority of the votes cast on the proposal (either in person or by proxy).

If your shares are held in street name (that is, through a broker, bank, trustee, nominee or other holder of record), you are considered a beneficial owner of those shares. As the beneficial owner of those shares, you have the right to direct your broker, bank or nominee how to vote. If you do not provide voting instructions to your broker in advance of the Annual Meeting, New York Stock Exchange (NYSE) rules grant your broker discretionary authority to vote on the ratification of the independent registered accounting firm in Proposal Number 2. If you do not provide voting instructions, your broker will not have discretion to vote your shares on Proposal Numbers 1, 3 ,4 and 45 resulting in what is referred to as broker non-votes on those matters.

The Board recommends that you vote FOR each of the nominees in Proposal Number 1, FOR Proposal Numbers 1, 2 and 3 and AGAINST Proposal Number 4.

Although the advisory vote on Proposal Number 3 is non-binding, the Board will review the results of the votesNumbers 4 and consistent with the Company’s strong record of shareholder engagement, will take them into account in making determinations concerning executive compensation.

5.

In accordance with Utah law, abstentions and broker non-votes are not treated as votes cast and, therefore, are not counted in determining which directors are elected under Proposal Number 1 and which matters are approved under Proposal Numbers 2, 3, 4 and 4.

5.

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INFORMATION ABOUT THE ANNUAL MEETING, VOTING AND PROXIES



Solicitation and Voting of Proxies


Whether you hold shares directly as a shareholder of record or in street name (that is, through a broker, bank, trustee, nominee or other holder of record), you may direct how your shares are voted without participating in the Annual Meeting. There are three ways to vote by proxy:

Via the Internet — Shareholders who have received a notice of Internet availability of proxy materials by mail may submit proxies over the Internet by following the instructions on the notice. Shareholders who have received proxy materials by email may submit proxies over the Internet by following the instructions included in the email. Shareholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies over the Internet by following the instructions on the proxy card or voting instruction card.
Via the Internet — Shareholders who have received a Notice of Internet Availability of Proxy Materials by mail may submit proxies over the Internet by following the instructions on the notice. Shareholders who have received proxy materials by email may submit proxies over the Internet by following the instructions included in the email. Shareholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies over the Internet by following the instructions on the proxy card or voting instruction card.
By Telephone — Shareholders who live in the United States or Canada may submit proxies by telephone by calling 1-800-690-6903 and following the instructions. Shareholders of record who have received a notice of Internet availability of proxy materials by mail must have the control number that appears on their notice available when voting. Shareholders of record who have received a proxy card by mail must have the control number that appears on their proxy card available when voting. Shareholders who hold shares in street name who have received proxy materials by email must have the control number included in the email available when voting.
By Telephone — Shareholders who live in the United States or Canada may submit proxies by telephone by calling 1-800-690-6903 and following the instructions. Shareholders of record who have received a notice of Internet availability of proxy materials by mail must have the control number that appears on their notice available when voting. Shareholders of record who have received a proxy card by mail must have the control number that appears on their proxy card available when voting. Shareholders who hold shares in street name who have received proxy materials by email must have the control number included in the email available when voting.
By Mail —Shareholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies by completing, signing and dating their proxy card or voting instruction card and mailing it in the accompanying pre-addressed envelope.
By Mail — Shareholders who have received a paper copy of a proxy card or voting instruction card by mail may submit proxies by completing, signing and dating their proxy card or voting instruction card and mailing it in the accompanying pre-addressed envelope.

If you sign and return your proxy card but do not give any voting instructions, your shares will be voted “for”“FOR” the election of each of the director nominees listed in Proposal Number 1 below, “for” Proposal Numbers 2 and 3 and “against”“FOR” Proposal Number 4.2, “FOR” Proposal Number 3, “AGAINST” Proposal Number 4 and “AGAINST” Proposal Number 5. To our knowledge, no other matters will be presented at the Annual Meeting. However, if any other matters of business are properly presented, the proxy holders named on the proxy card are authorized to vote the shares represented by proxies according to their judgment.


Confidential Voting Policy


The Board maintains a confidential voting policy pursuant to which Broadridge Financial Services, Inc. (Broadridge) receives shareholder proxies or voting instructions, and representatives of Broadridge, serving as independent inspectors of election, certify the vote. Proxies, as well as telephone and Internet voting instructions, will be kept confidential from management (except in certain cases where it may be necessary to meet legal requirements, including a contested proxy solicitation or where a shareholder writes comments on the proxy card). Reports concerning the vote may be made available to the Company, provided such reports do not reveal the vote of any particular shareholder.


Revocation of Proxies


After you submit your proxy you may revoke it at any time before voting takes place at the Annual Meeting. You can revoke your proxy in two ways: (i) deliver to the Secretary of the Company a written notice, dated later than the proxy you want to revoke, stating that the proxy is revoked or (ii) submit new telephone or Internet instructions or deliver a validly executed later-dated proxy. For this purpose, communications to the Secretary of the Company should be addressed to 1400 Douglas Street, 19th19th Floor, Omaha, Nebraska 68179 and must be received before the time that the proxy you wish to revoke is voted at the Annual Meeting. Please note that if your shares are held in street name (that is, a broker, bank, trustee or other nominee holds your shares on your behalf) and you wish to revoke a previously granted proxy, you must contact that entity and submit new voting instructions to your broker, bank, trustee or nominee.

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INFORMATION ABOUT THE ANNUAL MEETING, VOTING AND PROXIES



Expenses of Solicitation


The Company will pay the entire cost of preparing, printing, mailing and distributing the notices and proxy materials and soliciting votes. In addition to the mailing of the notices and proxy materials, proxies may be solicited by personal interview, telephone and electronic communication by the directors, officers and employees of the Company acting without special compensation. We also make arrangements with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the street name holders of shares held of record by such individuals, and the Company will reimburse such custodians, nominees and fiduciaries for reasonable out-of-pocket expenses incurred by them in connection with such solicitation. In addition, the Company engaged Morrow Sodali, LLC, 470 West Avenue, Stamford, CT 06902, to solicit proxies on its behalf. The anticipated fees of Morrow Sodali LLC are $17,500, plus certain other customary fees and expenses.


Attending the Annual Meeting


Only shareholders as of the Record Date are entitled

An admission ticket will be required if you desire to attend the Annual Meeting. The Company reservesMeeting in person. To be admitted to the right to require proof2020 Annual Meeting, you must have been a shareholder at the close of stock ownership as ofbusiness on the Record Date or be the legal proxy holder or qualified representative of a shareholder and bring with you your admission ticket and a valid government-issued photo identification of any person wishingcard, such as a driver’s license or passport. Persons without an admission ticket or proper identification may be denied admission to attend the Annual Meeting.
To obtain an admission ticket, go to www.proxyvote.com. You will need to enter your 16-digit control number, which can be found on your Notice of Internet Availability of Proxy Materials, voting instruction card and proxy card. The deadline to obtain an admission ticket is May 13, 2020.
You may obtain directions to the Annual Meeting by contacting the Secretary of the Company at the address set forth on the notice page of this Proxy Statement. Please note that the use of cameras (including via cell phone with photographic capabilities), recording devices and other electronic devices is strictly prohibited at the Annual Meeting.

For your convenience, you may also listen to the Annual Meeting via a live audio-only webcast. You may listen to the live audio-only webcast of the Annual Meeting via the Internet at www.virtualshareholdermeeting.com/UNP2018UNP2020 when you enter your 16-digit control number included on your noticeNotice of Internet availabilityAvailability of proxy materials,Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials. Instructions on how to listen to the Annual Meeting via live audio-only webcast are posted at www.virtualshareholdermeeting.com/UNP2018.UNP2020.
As part of our precautions regarding the coronavirus or COVID-19, we are planning for the possibility that the Annual Meeting may be held solely by means of remote communication. If we decide to hold the Annual Meeting solely by means of remote communication, the meeting will occur at the above date and time via live audio cast webcast, and you or your proxyholder will be able to participate, vote and examine our shareholder list by visiting www.virtualshareholdermeeting.com/UNP2020 website and using your 16-digit control number. We will announce any decision to hold the meeting solely by means of remote communication in advance, and details on how to participate will be available at https://www.up.com/investors.


Information Regarding the Company


References to the Company’s website included in this Proxy Statement and in the Company’s 20172019 Annual Report on Form 10-K are provided as a convenience and do not constitute, and should not be deemed, an incorporation by reference of the information contained in, or available through, the website.

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PROPOSAL NUMBER 1 – ELECTION OF DIRECTORS

The Board currently consists of twelve members. The Corporate Governance and Nominating Committee of the Board proposed, and the Board recommended, that teneleven of the twelve individuals currently serving as directors each be nominated for re-election to the Board at the Annual Meeting. Each of the nominees has consented to being named as a nominee and to serve if elected. If any nominee(s) for director for any reason should become unavailable for election, it is intended that discretionary authority will be exercised by the persons named in the enclosed proxy in respect of the election of such other person(s) as the Board shall nominate.

Thanks to Our Retiring DirectorsDirector. Michael W. McConnell and Steven R. Rogel, both of whom have served asErroll B. Davis, Jr., a valued membersmember of our Board and Chair of our Compensation and Benefits Committee, will be retiring as directorsa director at the Annual Meeting and will not stand for re-election. The Board wishes to thank both Mr. McConnell and Mr. RogelDavis for theirhis years of dedicated service and work on behalf of the Company and its shareholders.


Vote Required for Approval


Directors will be elected by a majority of the votes cast by the shares present at the Annual Meeting and entitled to vote on the election of directors, which means that a nominee will be elected if he or she receives more “for” votes than “against” votes. Pursuant to Section 9 of Article I of the Company’s By-Laws and applicable laws of the State of Utah, if a nominee does not receive more “for” votes than “against” votes, he or she will be elected to a shortened term that terminates on the earlier of: (i) 90 days after the day on which the Company certifies the voting results; or (ii) the day on which a person is selected by the Board to fill the office held by the director.

The Board recommends a vote FOR the election of each of the nominated directors.

Directors/Nominees

Directors/Nominees


The following identifies the Company’s nominees for election to the Board. Each of the nominees currently serves as a director. Each nominee, if elected, will serve for a term of one year or until his or her successor is elected and qualified.

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ANDREW H. CARD
Andrew H. Card, Jr., age 70
INDEPENDENT


AGE: 72
DIRECTOR SINCE: 2006
COMMITTEES:


EXPERIENCE
Former White House Chief of Staff

Director since: 2006

Board Committees: Audit, Compensation and Benefits

Board Skills and Experience: Economics/Finance, Risk Management Experience, Government and Regulatory Expertise, International/Global Expertise, Publicly Traded Company Experience
Mr. Card most recently served as the President of Franklin Pierce University from January 12, 2015 until August 1, 2016. Mr. Card2016, and also previously served as the Executive Director of the Office of the Provost and Vice President for Academic Affairs at Texas A&M University from August 2013until he became President of Franklin Pierce University. Prior to December 2014. From July 2011 to August 2013, Mr. Card served as acting dean of The Bush School of Government and Public Service at Texas A&M University.that, Mr. Card served as Chief of Staff to President George W. Bush, from November 2000 to April 2006. Prior to joining the White House, Mr. Card served as Vice President-Government Relations for General Motors Corporation, one of the world’s largest auto makers. From 1993 to 1998, Mr. Card was President and Chief Executive Officer of the American Automobile Manufacturers Association. Mr. Card served as the 11th11th Secretary of Transportation under President George H.W. Bush, from 1992 to 1993. He also served as aand Deputy Assistant to the President and Director of Intergovernmental Affairs for President Ronald Reagan. Additionally, Mr. Card previously served onas Vice President-Government Relations for General Motors Corporation, and as the boardPresident and Chief Executive Officer of Lorillard, Inc. from August 2011 to 2015.
Qualifications
We believe the American Automobile Manufacturers Association.

Mr. Card’s skills, attributes and qualifications to sit on our Board include hisCard has extensive senior-level experience in the federal government and the transportation industry, his record of business leadership and hisas well as invaluable experience in economic and international affairs.
Erroll B. Davis, Jr., age 73
Former Chairman,affairs, due to his roles as Chief of Staff to President George W. Bush; the 11th Secretary of Transportation under President H.W. Bush; the Deputy Assistant to the President and Chief Executive OfficerAlliant EnergyDirector of Intergovernmental Affairs for President Ronald Reagan; Vice President-Government Relations for General Motors Corporation,

Director since: 2004

Board Committees: Compensation and Benefits (Chair), Corporate Governance and Nominating

Board Skills and Experience: Economics/Finance, Operations, Risk Management Experience, Customer Perspective, Government and Regulatory Expertise, International/Global Expertise, Investor Perspective, CEO Experience, Publicly Traded Company Experience
Mr. Davis was appointed the interim superintendent one of the Atlanta Public Schools on July 1, 2011,world’s largest auto manufacturers; and most recently served as its superintendent from August 15, 2011 until July 7, 2014. Mr. Davis was the Chancellor of the University System of Georgia from February 2006 to June 2011. From 1998 until July 2005, Mr. Davis was President and Chief Executive Officer of Alliant Energythe American Automobile Manufacturers Association.
OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
CURRENT
• Draganfly Inc. (since 2019)

FORMER
• Lorillard, Inc. (2011-2015)
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WILLIAM J. DELANEY
INDEPENDENT


AGE: 64
DIRECTOR SINCE: 2018
COMMITTEES:




EXPERIENCE
Former Chief Executive Officer Sysco Corporation an energy holding company. He also
Most recently, Mr. DeLaney served as ChairmanChief Executive Officer of AlliantSysco Corporation (Sysco), a food marketing and distribution company, from April 2000March 2009 until January 31, 2006.his retirement in December 2017. Prior to that, Mr. Davis was a director of PPG Industries, Inc. from 1994 to 2007, a director of BP plc from 1998 to 2010,DeLaney served in various other roles for Sysco, including Executive Vice President and served as a director of General Motors Corporation from 2009 to 2015. He is currently a director of the Puerto Rico Electric Power Authority.
Qualifications
We believe Chief Financial Officer, and then President.

Mr. Davis’s skills, attributes and qualifications to sit on our Board include hisDeLaney has valuable business and strategic leadership experience, from his service as the Chief Executive Officer of Alliant Energy Corporation, hiswell as knowledge of rail operations from a customer perspective, due to serving as the Chief Executive Officer of Sysco. Additionally Mr. DeLaney has an extensive finance background, having also previously acted as Sysco’s Chief Financial Officer, and his extensive service andhas significant experience serving on the boards of other public companies.

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David B. Dillon, age 67
OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
CURRENT
• Cigna Corporation (since 2018)

FORMER
• Sanmina Corporation (2018-2019)
• Sysco Corporation (2009-2017)
• Express Scripts Holding Company (2011-2018) (acquired by Cigna Corporation in 2018)
DAVID B. DILLON
INDEPENDENT



AGE: 69
DIRECTOR SINCE: 2014
COMMITTEES:




EXPERIENCE
Former Chairman and CEO The Kroger Co.

Director since: 2014

Board Committees: Audit (Chair), Compensation and Benefits

Board Skills and Experience: Economics/Finance, Operations, Risk Management Experience, Customer Perspective, Legal, Investor Perspective, CEO Experience, Publicly Traded Company Experience
Most recently, Mr. Dillon retiredserved as the Chairman of the Board of Thethe Kroger Co. (Kroger), and from The Kroger Co. Board of Directors on December 31, 2014, where he was Chairman since 2004 and wasas the Chief Executive Officer of The Kroger Co. from 2003 through 2013.Kroger. Prior to that, Mr. Dillon served as thein various other roles with Kroger, including President, of The Kroger Co. from 1995 to 2003. Mr. Dillon was electedand Executive Vice President, of The Kroger Co. in 1990 and washe also served as President offor Dillon Companies, Inc. from 1986 to 1995.

Mr. Dillon was a director of Convergys Corporation from 2000 to 2011 and served as a director of The Kroger Co. from 1995 to 2014 and DIRECTV from 2011 to 2015. In August 2015, Mr. Dillon became a director of the 3M Company.
Qualifications
We believe Mr. Dillon’s skills, attributes and qualifications to sit on our Board include hishas valuable retail business and strategic leadership experience as a result of his years of servicerole as the Chief Executive Officer of The Kroger Co., hisKroger. Additionally, Mr. Dillon has a demonstrated ability to understand complex logisticlogistics operations, and his skills in financial and audit matters, along with service andas well as extensive experience serving on the boards of other public companies.
Lance M. Fritz, age 55
OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
CURRENT
• 3M Company (since 2015)

FORMER
• DIRECTV (2011-2015)
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LANCE M. FRITZ
MANAGEMENT



AGE: 57
DIRECTOR SINCE: 2015
EXPERIENCE
Chairman, President and Chief Executive Officer Union Pacific Corporation and Union Pacific Railroad Company

Director since: 2015

Board Skills and Experience: Operations, Risk Management Experience, Customer Perspective, Government and Regulatory Expertise, Investor Perspective, CEO Experience
Mr. Fritz was electedis currently serving as the Chairman, President and Chief Executive Officer of the Company on February 5, 2015, and elected Chairman of the Board effective October 1,Railroad, and has held these roles since 2015. Prior to being named President and Chief Executive Officer,that Mr. Fritz served asin various roles for the Railroad, including President and Chief Operating Officer, of the Railroad since February 2014 and was Executive Vice President-Operations, from September 2010 until February 2014. Mr. Fritz was the Vice-President-LaborVice President-Labor Relations, of the Railroad from 2008 until his election as Vice President-Operations in January 2010. Mr. Fritz heldand several other executive positions in the Railroad’s Operating Department from 2005 through 2008, including Regional Vice President-Southern Region and Regional Vice President-Northern Region. Prior to joining the Railroad, operating department.

Mr. Fritz served in various executive positionshas broad, extensive operational and managerial experience, as well as a deep institutional knowledge and track record of success, due to his lengthy tenure with Fiskars, Inc., Cooper Industriesthe Company and General Electric.the Railroad.
DEBORAH C. HOPKINS
INDEPENDENT
Qualifications


AGE: 65
DIRECTOR SINCE: 2017
COMMITTEES:



EXPERIENCE
We believe Mr. Fritz’s skills, attributes and qualifications to sit on our Board include his extensive operating and business experience with the Company.

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Deborah C. Hopkins, age 63
Former Chief Executive Officer Citi Ventures and Former Chief Innovation Officer Citi

Director since: 2017

Board Committees: Finance, Corporate Governance and Nominating

Board Skills and Experience: Economics/Finance, Operations, Risk Management Experience, International/Global Expertise, Wall Street Experience, Technology, Investor Perspective, CEO Experience, Publicly Traded Company Experience
Most recently, Ms. Hopkins was the founder and Chief Executive Officer of Citi Ventures and Citi’sthe Chief Innovation Officer of Citigroup, Inc., an international investment bank and financial services corporation, holding both positions from May of 2008 until her retirement on December 31,to 2016. Prior to that Ms. Hopkins joined Citiserved in 2003 as Head of Corporate Strategy and was later appointedvarious roles with Citigroup, including Chief Operations and Technology Officer. PriorOfficer, Senior Advisor to joining Citi,Corporate and Investment Bank and Head of Corporate Strategy. Ms. Hopkins also has served as the Chief Financial Officer at Boeing and thenfor each of Lucent Technologies General Auditor ofand The Boeing Company, and has served in various roles for General Motors before being namedCompany, including Vice President of Finance, at General Motors Europe and General Auditor, and as the Corporate Controller at Unisys. for Unisys Corporation.

Ms. Hopkins was a director of DuPont from 2000 to 2005 and served as a director of Qlik Technologies from 2011 to August 2016. In January 2017, Ms. Hopkins became a director of Marsh and McLennnan Companies.
Qualifications
We believe Ms. Hopkins’s skills, attributes and qualifications to sit on our Board include herhas significant leadership positionsexperience in finance, technology and innovation due to her various leadership positions overseeing those areas at various multinational companies and service andcompanies. Additionally, Ms. Hopkins has extensive experience serving on the boards of other public companies.
Jane H. Lute, age 61
OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
CURRENT
• Virtusa Corporation (since 2018)
• Marsh and McLennan Companies (since 2017)
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JANE H. LUTE
INDEPENDENT



AGE: 63
DIRECTOR SINCE: 2016
COMMITTEES:




EXPERIENCE
President and Chief Executive Officer SICPA, North America

Director since: 2016

Board Committees: Audit, Corporate Governance and Nominating

Board Skills and Experience: Operations, Risk Management, Government and Regulatory Expertise, Legal, International/Global Expertise, Technology, CEO Experience
Ms. Lute is currently serving as the President and CEOChief Executive Officer of SICPA, North America, a company that specializes in providing solutions to protect the integrity and valueglobal provider of products, processes, and documents. Ms. Lute also serves assecurity inks; a Special Advisor to the Secretary-General of the United Nations, where she has held several positionsposition in peacekeeping and peace building. Previously,building; and as a Director for the Center for Internet Security (CIS); and has held such positions since 2017, 2016 and 2015 respectively. Prior to that, Ms. Lute served as the Chief Executive Officer for CIS, a nonprofit organization focused on developing cyberdefense best practices, from 2015 to 2016, and has also served as the Deputy Secretary for the U.S. Department of Homeland Security, from 2009-2013. She also served as Chief Executive Officer of the Center for Internet Security (CIS), an operating not-for-profit organization and home of the Multi-State Information Sharing and Analysis Center (MS-ISAC) providing cybersecurity services for state, local, tribal and territorial governments. Ms. Lute is a member of several international commissions focused on cybersecurity and the future of the Internet. She began her distinguished career in the United States Army and served on the National Security Council staffStaff under both Presidents George H.W. Bush and William Jefferson Clinton. Ms. Lute holds a Ph.D.has also served in political science from Stanford University and a J.D. from Georgetown University. She is a member of the Virginia bar.
Qualifications
We believe United States Army.

Ms. Lute’s skills, attributes and qualifications to sit on our Board include herLute has unique and invaluable knowledge and leadership experience that she has gained through her extensive military and government service, including her service at the U.S. Department of Homeland Security and the United Nations and herNations. Additionally, she has expertise with cyber security matters developed through her role as Chief Executive Officer of CIS, an operating not-for-profit organization and home of the Multi-State Information Sharing and Analysis Center providing cybersecurity matters.

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PROPOSAL NUMBER 1 – ELECTION OF DIRECTORS

services for state, local, tribal and territorial governments.
Michael R. McCarthy, age 66
OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
CURRENT
• Atlas Air Worldwide Holdings, Inc. (since 2018)
• Marsh and McLennan Companies (since 2020)
MICHAEL R. MCCARTHY
INDEPENDENT | LEAD DIRECTOR



AGE: 68
DIRECTOR SINCE: 2008
COMMITTEES:



EXPERIENCE
Chairman McCarthy Group, LLC

Director since: 2008

Lead Independent Director: 2016 - Present

Board Committees: Finance, Corporate Governance and Nominating (Chair)

Board Skills and Experience: Economics/Finance, Risk Management Experience, Customer Perspective, Wall Street Experience, Investor Perspective, CEO Experience, Publicly Traded Company Experience
Mr. McCarthy servesis currently serving as chairman of McCarthy Group, LLC, a private investment group which he co-founded in 1986. 1986, and currently serves as the Company’s lead independent director.

Mr. McCarthy has served as a director of Peter Kiewit Sons’, Inc. since 2001, and Cabela’s Incorporated from 1996 to 2017. Mr. McCarthy currently serves as our lead independent director.
Qualifications
We believe Mr. McCarthy’s skills, attributes and qualifications to sit on our Board include his extensive experience in providing strategic and operational advice to businesses in various sectors of the economy, hisas well as financial expertise and a valuable background in forming and leading successful investment companies, gained through founding and his financial expertise, along with service andserving as Chairman of McCarthy Group, LLC. Additionally, Mr. McCarthy has significant experience serving on the boards of other public companies.
Thomas F. McLarty III, age 71
OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
FORMER
• Cabela’s Incorporated (1996-2017)
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THOMAS F. MCLARTY III
INDEPENDENT



AGE: 73
DIRECTOR SINCE: 2006
COMMITTEES:




EXPERIENCE
President McLarty Associates

Director since: 2006

Board Committees: Finance (Chair), Corporate Governance and Nominating

Board Skills and Experience: Risk Management Experience, Customer Perspective, Government and Regulatory Expertise, International/Global Expertise, Wall Street Experience, CEO Experience, Publicly Traded Company Experience
Mr. McLarty has beenis currently serving as the President of McLarty Associates (formerly Kissinger McLarty Associates), an international strategic advisory and advocacy firm,firm; Executive Vice Chairman of RML Automotive; and Chairman and President of McLarty Companies, a fourth generation, family-owned transportation business; and has held these positions since 1999. From 19921999, 2007 and 1998, respectively. Prior to 1997,that, Mr. McLarty served in several positions in the Clinton White House, including Chief of Staff to the President, Counselor to the President and Special Envoy for the Americas. In 1998, Mr. McLarty returned to be ChairmanAmericas, and President of the McLarty Companies, a fourth generation family-owned transportation business. From 1983 to 1992, Mr. McLartyalso served as Chairman and Chief Executive Officer of Arkla, Inc., a Fortune 500 natural gas company.

Mr. McLarty was a director of Acxiom Corporation from 1999 until 2010.
Qualifications
We believe Mr. McLarty’s skills, attributes and qualifications to sit on our Board include hishas valuable business leadership experience fromexperienced due to his time as the Chief Executive Officer of Arkla, Inc., hisas well as extensive exposure and expertise in international business and regulatory matters gained as President of McLarty Associates andAssociates. Additionally, he has significant experience in government service at the highest levels along with service andgained through his several positions in the Clinton White House. Mr. McLarty also has experience serving on boardsthe board of otherAcxiom Corporation, another public companies.company.

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PROPOSAL NUMBER 1 – ELECTION OF DIRECTORS

BHAVESH V. PATEL
Bhavesh V. Patel, age 51
INDEPENDENT



AGE: 53
DIRECTOR SINCE: 2017
COMMITTEES:




EXPERIENCE
Chief Executive Officer and Chairman of the Management Board LyondellBasell Industries, N.V.

Director since: 2017

Board Committees: Finance, Compensation and Benefits

Board Skills and Experience: Economics/Finance, Operations, Risk Management Experience, Customer Perspective, International/Global Expertise, Investor Perspective, CEO Experience, Publicly Traded Company Experience
Mr. Patel is currently serving as the Chief Executive Officer and Chairman of the Management Board of LyondellBasell Industries, N.V. (LyondellBasell), an international plastics, chemical and refining company.company, and has held this position since 2015, and until recently, served as the Chairman of LyondellBasell’s management board. Before being named Chief Executive Officer of LyondellBasell, Mr. Patel joined LyondellBasell in March 2010 and, prior to being named CEO, held a variety of senior leadership roles at LyondellBasell, including Senior Vice President, Olefins and Polyolefins − Americas;Polyolefins-Americas and Europe; Senior Vice President, Olefins and Polyolefins - Europe,Polyolefins-Europe, Asia, International and International, based in the Netherlands;Technology; and Executive Vice President, Olefins and Polyolefins - Europe,Polyolefins-Europe, Asia, International and International. Patel was named CEO and Chairman of the company’s management board in January 2015.Technology. Prior to joining LyondellBasell, Mr. Patel held multiple leadership positions at Chevron Phillips Chemical Company. He worked for Chevron Corporation and its affiliates for more than 20 years.
Qualifications
We believe

Mr. Patel’s skills, attributes and qualifications to sit on our Board include hisPatel has extensive business and leadership experience gained from his several senior positions at Chevron Phillips and LyondellBasell, and as the current Chief Executive Officer of LyondellBasell, one of the largest plastics, chemical and refining companies in the world. Additionally hisMr. Patel, through those same roles, has valuable international and global expertise and knowledge of rail operations from a customer perspective is valuable to our Board.perspective.
OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
Jose H. Villarreal, age 64
CURRENT
• LyondellBasell Industries, N.V. (since 2018)
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JOSE H. VILLARREAL
INDEPENDENT



AGE: 66
DIRECTOR SINCE: 2009
COMMITTEES:




EXPERIENCE
Advisor Akin, Gump, Strauss, Hauer & Feld LLP

Director since: 2009

Board Committees: Audit, Compensation and Benefits

Board Skills and Experience: Risk Management Experience, Government and Regulatory Expertise, Legal, International/Global Expertise, Publicly Traded Company Experience
Mr. Villarreal is currently serving as a non-employee advisor with Akin, Gump, Strauss, Hauer & Feld LLP, an international law firm, and was previously a partner at the firm. Mr. Villareal also previously served as Assistant Attorney General for the Public Finance Division of the Texas Attorney General’s Office, and has served in senior roles in numerous presidential campaigns, as well as in the role of United States Commissioner General to the Shanghai 2010 World Expo.

Mr. Villarreal has valuable legal, regulatory and compliance expertise, as well as extensive government affairs experience gained from his service in state and federal public offices, his involvement in presidential campaigns, and as a partner with Akin, Gump, Strauss Hauer & Feld, LLP, a law firm, from 1994 through 2008 and has served as a non-employee advisor to the firm since 2008. Prior thereto,LLP. Additionally, Mr. Villarreal served as assistant attorney general in the Public Finance Division of the Texas attorney general’s office. Mr. Villarreal also served in senior roles in numerous presidential campaigns. Mr. Villarreal was a director of Wal-Mart Stores, Inc. from 1998 to 2006, First Solar, Inc. from 2007 to 2012, and PMI Group, Inc. from 2005 to 2013. Mr. Villarreal served as United States Commissioner General to the Shanghai 2010 World Expo.
Qualifications
We believe Mr. Villarreal’s skills, attributes and qualifications to sit on our Board include his legal, regulatory and compliance expertise, his extensive government affairs experience from his service in state and federal public offices and positions and involvement in presidential campaigns and hishas significant service and experience on boards of other public companies.companies, including PMI Group, Inc., First Solar, Inc. and Walmart Inc.

CHRISTOPHER J. WILLIAMS
INDEPENDENT


AGE: 62
DIRECTOR SINCE: 2019
COMMITTEES:




EXPERIENCE
Chairman Siebert Williams Shank & Co.
Mr. Williams is currently serving as the Chairman of Siebert Williams Shank & Co., LLC, an investment banking and financial services company, and has held this position since November 4, 2019, when The Williams Capital Group, L.P. and Williams Capital Management, LLC (collectively Williams Capital), an investment banking and financial services firm that Mr. Williams founded, merged with Siebert Cisneros Shank & Co., L.L.C. Prior to the merger, Mr. Williams served as the Chairman and Chief Executive Officer of Williams Capital, holding that position since the company’s formation in 1994. Mr. Williams also previously worked at Jeffries and Company and Lehman Brothers.

Mr. Williams has extensive financial, accounting and strategic knowledge gained during his years of experience in investment banking and finance, as well as valuable executive management and leadership experience due to his role as Chairman and Chief Executive Officer of Williams Capital. Additionally, he has significant experience serving on the boards of other public companies, including, in addition to those listed below, Walmart Inc.
OTHER PUBLIC DIRECTORSHIPS (within the last 5 years)
CURRENT
• The Clorox Company (since 2015)
• Ameriprise Financial (since 2016)

FORMER
• Caesars Entertainment Corporation (2003-2019)

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Director Qualifications and Experience


The Corporate Governance and Nominating Committee considered the character, experience, qualifications and skills of each director nominee when determining whether he or she should serve as a director of the Company. Consistent with the stated criteria for director nominees described on pages 1617 and 1819 below and included in the Company’s Corporate Governance Guidelines and Policies, the Committee determined that each director nominee exhibits a high degree of integrity, has significant professional accomplishments, and has proven leadership experience. Each director nominee is or has been a leader in his or her respective field and brings diverse talents and perspectives to the Board. The Committee also considered the experience and qualifications that each director nominee brings to the Board outlined above in each director’s biographical information, as well as service on boards of other public companies.

The Committee utilizes the following list of skills, attributes and qualities that are particularly relevant to the Company when evaluating director nominees.

Economics/Finance − Background in finance, banking, economics, and the securities and financial markets, both domestic and international;
Operations − Knowledge or experience in the transportation industry, particularly the rail industry and rail operations;
Risk Management Experience − Senior executive level experience in risk management, strategic planning or compliance activities;
Customer Perspective − A strong understanding of rail customer perspectives;
Government and Regulatory Expertise − Experience in regulatory, political and governmental affairs or public service in legislative or executive positions in Washington D.C. or state government, especially in states where the Company has a significant operating presence;
Legal - Possesses a law degree or experience in the legal profession;
International/Global Expertise − An international background or global expertise given the significant rail interchange operations with Mexican and Canadian rail systems, along with the Company’s extensive international marketing efforts;
Wall Street Experience − Background or experience with an investment or brokerage firm, investment banking or similar Wall Street financial expertise;
Technology − Senior executive level or board experience in information technology, cybersecurity, information systems or information technology issues for a public or private entity;
Investor Perspective − A strong understanding of institutional investors;
CEO Experience - Business and strategic management experience gained from prior or current service as a chief executive officer; and
Economics/Finance – Background in finance, banking, economics, and the securities and financial markets, both domestic and international;
Operations – Knowledge or experience in the transportation industry, particularly the rail industry and rail operations;
Risk Management Experience – Senior executive level experience in risk management, strategic planning or compliance activities;
Customer Perspective – A strong understanding of rail customer perspectives;
Government and Regulatory Expertise – Experience in regulatory, political and governmental affairs or public service in legislative or executive positions in Washington D.C. or state government, especially in states where the Company has a significant operating presence;
Legal – Possesses a law degree or experience in the legal profession;
International/Global Expertise – An international background or global expertise given the significant rail interchange operations with Mexican and Canadian rail systems, along with the Company’s extensive international marketing efforts;
Wall Street Experience – Background or experience with an investment or brokerage firm, investment banking or similar Wall Street financial expertise;
Technology – Senior executive level or board experience in information technology, cybersecurity, information systems or information technology issues for a public or private entity;
Investor Perspective – A strong understanding of institutional investors;
CEO Experience – Business and strategic management experience gained from prior or current service as a chief executive officer; and
Publicly Traded Company Experience Prior or current service as a CEO or director at other publicly traded companies.

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Below we identify the balance of skills and qualifications each director nominee brings to the Board. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the Corporate Governance and Nominating Committee and the Board in making nomination decisions and as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below demonstrates how the Board is well-positioned to provide effectivestrategic oversight and strategic guidance to management.

Union Pacific Director Skills and Qualifications Matrix

 
Andrew H. Card, Jr.
Erroll B. Davis, Jr.*
David B. Dillon
Lance M. Fritz
Deborah C. Hopkins*
Jane H. Lute*
Michael R. McCarthy
Thomas F. McLarty III
Bhavesh V. Patel*
Jose H. Villarreal*
Number of Directors
with Skill / Experience
/ Attribute
Economics/Finance — Background in finance, banking, economics, and the securities and financial markets, both domestic and international
X
X
X
 
X
 
X
 
X
 
6/10
Operations — Knowledge or experience in the transportation industry, particularly the rail industry and rail operations
 
X
X
X
X
X
 
 
X
 
6/10
Risk Management Experience — Senior executive level experience in risk management, strategic planning or compliance activities
X
X
X
X
X
X
X
X
X
X
10/10
Customer Perspective — A strong understanding of rail customer perspectives
 
X
X
X
 
 
X
X
X
 
6/10
Government and Regulatory Expertise — Experience in regulatory, political and governmental affairs or public service in legislative or executive positions in Washington D.C. or state government, especially in states where the Company has a significant operating presence
X
X
 
X
 
X
 
X
 
X
6/10
Legal — Possesses a law degree or experience in the legal profession
 
 
X
 
 
X
 
 
 
X
3/10
International/Global Expertise — An international background or global expertise given the significant rail interchange operations with Mexican and Canadian rail systems, along with the Company's extensive international marketing efforts
X
X
 
 
X
X
 
X
X
X
7/10
Wall Street Experience — Background or experience with an investment or brokerage firm, investment banking or similar Wall Street financial expertise
 
 
 
 
X
 
X
X
 
 
3/10
Technology — Senior executive level or board experience in information technology, cybersecurity, information systems or information technology issues for a public or private entity;
 
 
 
 
X
X
 
 
 
 
2/10
Investor Perspective — A strong understanding of institutional investors
 
X
X
X
X
 
X
 
X
 
6/10
CEO Experience — Business and strategic management experience gained from prior or current service as a chief executive officer
 
X
X
X
X
X
X
X
X
 
8/10
Publicly Traded Company Experience — Prior or current service as a CEO or director at other publicly traded companies
X
X
X
 
X
 
X
X
X
X
8/10
* Director nominee with gender or ethnic diversity
 
X
 
 
X
X
 
 
X
X
5/10
Age (Years)
70
73
67
55
63
61
66
71
51
64
64 Avg.
Age
Tenure (Years of Service)
11
13
4
3
1
2
9
11
1
9
6 Avg.
Tenure


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Board Refreshment


The Corporate Governance and Nominating Committee is responsible for developing and periodically reviewing and recommending to the Board the appropriate skills and characteristics required of Board members in the context of the current composition of the Board. Such criteria, as described in the Company’s Corporate Governance Guidelines and Policies, include: business and management experience; familiarity with the business,business; customers and suppliers of the Company; varying and complementary talents, backgrounds and perspectives; diversity (inclusive of gender, race, ethnicity and national origin); and relevant legal, regulatory and stock exchange requirements applicable to the Board and certain of its Committees.

All potential new Board candidates should exhibit a high degree of integrity and ethics consistent with the values of the Company and the Board. In all our director nominee searches, the Committee is committed to actively seeking out highly qualified women (Ms. Lute and Ms. Hopkins) and other diverse candidates (Mr. Davis, Mr.(Messrs. Patel, Villarreal and Mr. Villarreal)Williams), for consideration as nominees to the Board. The Committee ultimately seeks to identify and nominate candidates with diverse talents, backgrounds and perspectives who will enhance and complement the skills and expertise of the Board and satisfy the Board membership criteria included in the Company’s Corporate Governance Guidelines and Policies. In determining the independence of a candidate, the Committee relies upon the then effective independence standards adopted by the Board. In addition, the Committee requires that all candidates:

Exhibit a high degree of integrity and ethics consistent with the values of the Company and the Board;
Have demonstrable and significant professional accomplishments; and
Have effective management and leadership capabilities.

The Committee also values familiarity with the rail transportation industry and considers the number of other public boards on which candidates serve when determining whether the individual circumstances of each candidate will allow the candidate sufficient time to effectively serve on the Board and contribute to its function and activities.

The Committee meets at the first Board meeting of each year to consider the inclusion of nominees in the Company’s proxy statement. During this meeting, the Committee considers each nominee by:

Reviewing relevant information provided by the nominee in his or her mandatory Company questionnaire;
Applying the criteria listed above; and
Assessing the performance of the Board and each nominee during the previous year with respect to current members of the Board.

As part of the Committee’s oversight of the Board’s self-evaluation process, the Committee assesses the effectiveness of the criteria listed above when evaluating all new director candidates and when assessing the composition of the Board. The Committee will consider candidates recommended by shareholders under the same standards after concluding that any such recommendations comply with the requirements outlined below. During 2017,2019, the Company retained the services of Russell Reynolds AssociatesHeidrick & Struggles to help identify and evaluate suitable candidates for consideration to replace retiring directors. Mr. PatelWilliams was first identifiedvetted and recommended by Russell ReynoldsHeidrick & Struggles as a director candidate.

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Board Tenure


We believe that Board tenure diversity is important and directors with many years of service provide the Board with a deep knowledge of our Company, while newer directors lend fresh perspectives. The chart below reflects the Board tenure of our current directors. The average tenure of all directors currently serving on our Board is eight years. Excluding Mr. McConnell and Mr. Rogel, who will retire from our Board in May and who are not standingnominated for re-election the average tenure of our Board is six and a half years.




Evaluation of Board and Committee Effectiveness and Performance


The Corporate Governance and Nominating Committee is responsible for overseeing the annual self-evaluation process of the Board and its committees, which is used by the Board and each committee to assess their effectiveness, andtheir performance and opportunities for improvement. In addition, each committee reviews its Charter annually and reports to the Corporate Governance and Nominating Committee and the Board on its self-evaluation and review of its Charter. We conducted a multi-year review of our Board and committee assessment process, with
During 2019, the assistance of outside counsel and the Compensation and Benefits Committee's independent consultant, to enhance analysis of how the Board and its committees were performing their substantive duties and responsibilities. We also specifically coordinated the self-assessment with the directors' skill set matrix criteria to develop a robust director evaluation process.

The Board and committee evaluation process involvesinvolved the annual distribution of an extensivea self-assessment questionnaire to all Board and committee members that invitesinviting a review and written comments on all aspects of the Board and each committee'scommittee’s role and responsibilities, as well as director performance and Board dynamics. These comments will relateComments solicited related to a holistic review of how the Board can improve its key functions of overseeing the Company'sCompany’s overall governance and the enterprise risk profile of the Company, approving the Company'sCompany’s strategic plan, monitoring strategy implementation and generally overseeing management'smanagement’s operations of the business. In particular, for both the Board and the relevant committee, the process will solicitsolicited ideas from directors about (i) improving prioritization of issues, (ii) improving quality of management presentations, (ii) improving quality of Board orand committee discussions on key matters, (iii) identifying specific issues that should be discussed in the future, and (iv) identifying any other matters of importance to the functioning of the Board or committee.

The Corporate Governance and Nominating Committee reviewswill provide oversight for each committee and the Board as the directors continue discussing the results of this evaluation and work to address the evaluation process with the Lead Independent Director and Committee Chairs, as appropriate, and then the Lead Independent Director and the Chairman conduct a full Board discussion regarding actionable recommendations for improvement and any changes in Board procedures and policies.

recommendations.

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Previously in 2018, an independent third party interviewed each member of the Board, as well as two recently retired directors, as part of the annual self-evaluation process of the Board and its committees and the independent third party presented the results to the Board. This presentation contained a summary of recommendations and items for discussion regarding Board and committee effectiveness based on these interviews.


Consideration of Director Nominees and Proxy Access


The Company’s By-Laws provide for “proxy access” for certain director candidates nominated by shareholders. Under the By-Laws, a shareholder or group of shareholders who have continuously held for three years a number of shares of Company common stock equal to three percent of the outstanding shares of Company common stock may request that the Company include in the Company’s proxy materials director nominees representing up to the greater of two directors or 20% of the current number of directors. Eligible shareholders wishing to have such candidates included in the Company’s Proxy Statement for the 20192021 Annual Meeting of Shareholders should provide the information specified in the By-Laws to the Secretary of the Company in writing during the period beginning on October 29, 2018November 4, 2020 and ending on November 28, 2018,December 4, 2020, and should include the information and representations required by the proxy access provisions set forth in the Company’s By-Laws.

The Corporate Governance and Nominating Committee will consider and evaluate individuals for service on the Board suggested by directors and other interested parties. Shareholders desiring to recommend candidates for consideration at the 20192021 Annual Meeting should advise the Secretary of the Company in writing during the period beginning on January 10, 201914, 2021 and ending on the close of business February 9, 2019,13, 2021, and should include the following information required by the nomination procedures set forth in the Company’s By-Laws, as well as any other information that would assist the Committee in evaluating the recommended candidates: (i) the name, age, and business and residence addresses of the candidate, (ii) the principal occupation of the candidate, and (iii) the number of shares of Company common stock beneficially owned by the candidate. A shareholder should also provide (i) his or her name and address, (ii) the number of shares of Company common stock beneficially owned by such shareholder, (iii) a description of all arrangements between himself or herself and the candidate and any other person pursuant to which the recommendation for nomination is being made, and (iv) the candidate’s written consent agreeing to any resulting nomination and to serve as a director if elected. The By-Laws are available on the Company’s website at www.up.com/investors/governance, and shareholders may obtain a printed copy by contacting the Secretary of the Company at the address set forth on the notice page of this Proxy Statement.

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BOARD CORPORATE GOVERNANCE MATTERS

We are committed to implementing and following high standards of corporate governance, which we believe are important to the success of our business and create shareholder value.


The Board has adopted Corporate Governance Guidelines and Policies,


The Board has adopted the guidelines and policies set forth below, and, with ongoing input from the Corporate Governance and Nominating Committee, will continue to assess the appropriateness of these guidelines and policies and implement such changes and adopt such additions as may be necessary or desirable to promote the effective governance of the Company. We post these guidelines and policies on our website at www.up.com/investors/governance.

Director Independence. A majority of the members of the Board are independent. All members of the Audit, Compensation and Benefits and Corporate Governance and Nominating Committees are independent. An “independent” director is a director who, as determined by the Board in its business judgment, meets the NYSE definition of “independence” as well as the

Director Independence Standards adopted by the Board and set forth in the section titled “Director Independence Standards.” In addition, directors who serve on the Audit Committee and on the Compensation and Benefits Committee must meet additional independence criteria applicable to audit committee members and compensation committee members, respectively, under NYSE listing standards, as described in the section titled “Audit Committee and Compensation and Benefits Committee Independence Criteria.” Independence is determined annually by the Board based on the recommendation of the Corporate Governance and Nominating Committee.

Board Membership Criteria. The Corporate Governance and Nominating Committee is responsible for developing and periodically reviewing the appropriate skills and characteristics required of Board members in the context of the current make-up of the Board. The Corporate Governance and Nominating Committee develops and recommends membership criteria to the Board. Such criteria include: business and management experience; familiarity with the business, customers and suppliers of the Company; varying and complementary talents, backgrounds and perspectives; diversity (inclusive of gender, race, ethnicity and national origin); and relevant regulatory and stock exchange membership requirements for the Board and its committees. All potential new Board candidates should exhibit a high degree of integrity and ethics consistent with the values of the Company and the Board. When searching for new directors, the Committee should actively seek out highly qualified women and individuals from minority groups for consideration as nominees to the Board as part of the Committee’s regular process.

Selection of Director Nominee Candidates. The Corporate Governance and Nominating Committee is responsible for recommending to the Board the selection of director nominee candidates.

Board Size. The Board’s guideline is to maintain a Board size of 10 to 14 members with no more than two management directors.

Election of Directors-Majority Voting. In uncontested director elections, directors shall be elected by majority vote, pursuant to the Company’s By-Laws, and under Utah corporate law, any director who is not re-elected ceases to serve on the Board no later than 90 days after the voting results are certified.

Retirement Age for Non-management Directors. Non-management directors who are 75 years of age will not be eligible to stand for election to the Board at the next Annual Meeting of Shareholders. Non-management directors who turn 75 during their term are eligible to finish out that term. The Corporate Governance and Nominating Committee may consider a director’s nomination beyond the age of 75 if it believes that the nomination is in the best interest of the shareholders.

Director Orientation and Continuing Education. Upon election to the Board, new members are provided with a comprehensive set of materials on the operations, finances, governance and business plan of the Company, visit at least two major facilities during the first year of service and meet informally with as many members of senior management as practical. The Board encourages directors to periodically attend appropriate continuing education programs and sessions and obtain and review appropriate materials to assist them in


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performing their Board responsibilities. The Company recommends continuing education programs and sessions to directors and pays any fees and expenses associated with attendance at continuing education programs and sessions. Directors are expected to participate in continuing education at least once every other year.

Change in Principal Occupation. Upon a director’s retirement, resignation or other significant change in professional duties and responsibilities, the director shall submit his or her resignation from the Board to the Corporate Governance and Nominating Committee for its consideration and recommendation as to acceptance.

Service on Outside Boards. When the CEO or another senior officer of the Company is invited to serve on outside boards of directors, the CEO will present the issue to the Corporate Governance and Nominating Committee for review and approval. Directors must notify the Board prior to accepting a position on the board of another company. No member of the Audit Committee may serve on the audit committees of more than three public companies.

Board Leadership. The Board annually elects a Chairman of the Board, who may or may not be the CEO of the Company. If the individual elected as Chairman of the Board is not an independent director, the independent directors also elect a lead independent director. The lead independent director serves for a period of at least one year. The lead independent director’s responsibilities include: (1) presiding at meetings of the Board at which the Chairman and CEO is not present, including executive sessions of the independent directors; (2) approving the flow of information sent to the Board, and approving the agenda, schedule and what materials are sent for Board meetings; (3) serving as the liaison or facilitating working relationships between the independent directors and the Chairman and CEO; (4) being available for consultation and communication with major shareholders as appropriate; (5) in conjunction with the Compensation and Benefits Committee, overseeing the process of evaluating and compensating the Chairman and CEO; (6) assuring that a succession plan is in place for the Chairman and CEO, as well as the lead independent director; (7) authorizing or recommending the retention of consultants who report directly to the full Board; and (8) assisting the Board and Company officers in compliance with, and implementation of, the Company’s governance guidelines and policies. The lead independent director also has the authority to call executive sessions of the independent directors. The lead independent director will often act as Chair of the Corporate Governance and Nominating Committee, fulfilling the designated duties and responsibilities set forth in the Committee’s Charter.

Board Committees. The current standing committees are the Audit Committee, Finance Committee, Compensation and Benefits Committee and the Corporate Governance and Nominating Committee. The Board has the authority to create additional committees. The Board periodically reviews committee service and assignments, along with the respective committee chair positions, and recommends rotation of members.

Board Meeting Agendas. The directors and management of the Company may originate action items relating to the business and affairs of the Company for the Board agenda and the scheduling of reports on aspects of parent or subsidiary operations.

Board Committee Meeting Agendas. The departments of the Company that administer the area of responsibility charged to each committee may submit items for inclusion on committee agendas, and committee members may suggest topics for inclusion or request additional information with respect to any program previously reviewed by the committee.

Distribution of Board Materials. Information and materials for Board consideration are generally distributed to directors at least five days in advance of the meeting, with additional time provided when the complexity of an issue demands, unless an issue for Board consideration arises without sufficient time to complete distribution of materials within this time frame. Additionally in some cases, due to the timing or the sensitive nature of an issue, materials may be presented only at the Board meeting.

Board Presentations. The Board encourages broad management participation in Board presentations and the involvement of those managers who are directly responsible for the recommendations or other matters before the Board.

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Strategic Planning Review. Management presents an annual strategic plan to the Board for its review and assessment, and the Board makes such recommendations to management regarding the strategic plan as it deems necessary.

Reporting to the Board of Directors. The Board receives reporting on at least an annual basis by (1) the Chief Compliance Officer with respect to the Company’s implementation of its compliance program; (2) the Chief Safety Officer with respect to the safety performance of the Company’s railroad operations, including applicable safety metrics and Federal Railroad Administration (FRA) regulatory developments and compliance, including the outcome of claims conferences held with the FRA; and (3) the General Counsel with respect to pending litigation involving railroad operations.

Safety of Railroad Operations. Management presents an annual strategic safety plan to the Board for its review and assessment, and the Board makes such recommendations to management regarding the strategic plan as it deems necessary.

Director Access to Management and Outside Advisors. The Company provides each director with access to the management of the Company. The Board and committees, as set forth in the applicable committee charter, have the right to consult and retain outside counsel and other advisors at the expense of the Company.

Director Attendance at Board Meetings. Directors are expected to attend in person all regularly scheduled Board and committee meetings and to participate telephonically when they are unable to attend in person.

Executive Sessions of Independent Directors. Regularly scheduled sessions of independent directors are held at every meeting of the Board. The lead independent director presides at these sessions and has the authority to call additional executive sessions as appropriate.

Board Member Compensation. Non-management Board members generally are paid an annual retainer valued between the median and seventy-fifth percentile of compensation at comparable companies, and the retainer is reviewed periodically by the Corporate Governance and Nominating Committee. A substantial portion of the annual retainer is paid in Common Stock equivalents, which are not payable until after termination of service from the Board.

Board Member Equity Ownership. Board members must own equity in the Company equal to at least five times the cash portion of the annual retainer, with such ownership goal to be reached within five years of joining the Board, unless special circumstances of a member as determined by the Board delay the achievement of the ownership goal. Board members who have met their applicable ownership goal may sell shares of Company common stock that exceed their ownership goal pursuant to a written trading plan designed to comply with Securities and Exchange Commission Rule 10b5-1 and in compliance with the Company’s trading policy for Board members.

Evaluation of the Chairman and the CEO. The performance of the Chairman and the CEO is evaluated annually by the independent directors during an executive session led by the Chair of the Corporate Governance and Nominating Committee. The evaluation includes an assessment of individual elements of performance in major categories such as leadership, strategic planning, financial performance, operations, human resources, external relations and communications, and Board relations. The Compensation and Benefits Committee then meets following the executive session to determine the appropriate level of compensation to be awarded to the Chairman and the CEO and management of the Company. The lead independent director and the Chair of the Compensation and Benefits Committee then review with the Chairman and the CEO their respective performance and any recommended areas for improvement.

Succession Planning. The Board is responsible for overseeing the succession planning process for the CEO and other senior management positions. The CEO periodically reports to an executive session of the Board on succession planning, including an assessment of senior managers and their potential to succeed him or her. The CEO also makes available to the Board, on a continuing basis, the CEO’s recommendation concerning who should assume the CEO’s role in the event the CEO becomes unable or unwilling to perform his or her duties. This process enables the Board to maintain its oversight of the program for effective senior management development and succession as well as emergency succession plans.

Evaluation of Board and Committee Performance. The Board and its committees, to the extent required by their respective charters, conduct self-evaluations annually to assess their performance. The Board and

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committee evaluation process involves the distribution of a self-assessment questionnaire to all Board and committee members that invites written comments on all aspects of the Board and each committee’s process. The evaluations are then summarized and serve as the basis for a discussion of Board and committee performance and any recommended improvements.

Evaluation of Director Performance. The Corporate Governance and Nominating Committee assesses the contributions and independence of current directors in connection with considering their renomination to stand for election to the Board.

Director Attendance at Annual Shareholder Meetings. It is the policy of this Company that all directors shall attend the Annual Meeting of Shareholders.

Future Severance Agreements. The Company shall not enter into a future severance agreement with a senior executive that provides for benefits in an amount generally exceeding 2.99 times salary plus bonus unless such agreement is approved by a vote of the Company’s shareholders. The full text of the policy may be found on the Company’s website at www.up.com/investors/governance/severance.pdf.

Confidential Voting. It is the Board’s policy that all shareholder proxies, consents, ballots and voting materials that identify the votes of specific shareholders be kept confidential from the Company with access to proxies, consents, ballots and other shareholder voting records to be limited to inspectors of election who are not employees of the Company, except as may be required by law or to assist in the pursuit or defense of claims or judicial actions or in the event of a contested proxy solicitation.

Amendments. The Board may amend, waive, suspend or repeal any of these guidelines and policies at any time, with or without public notice, as it determines necessary or appropriate, in the exercise of the Board’s judgment or fiduciary duties.


Director Independence


To assist it in making determinations of a director’s independence, the Board has adopted the independence standards set forth below. The Board affirmatively determined that formerretiring director General Krulak, retiring directors Messrs. McConnell and Rogel,Mr. Davis, and all remaining current directors, except for Mr. Fritz, who are also director nominees, Ms. Hopkins and Ms. Lute and Messrs. Card, Davis,DeLaney, Dillon, McCarthy, McLarty, Patel, Villarreal and Villarreal,Williams, have no material relationship with the Company or any of its consolidated subsidiaries, including Union Pacific Railroad Company (the Railroad), (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and isare independent within the meaning of the applicable listing standards of the NYSE and the Director Independence Standards adopted by the Board. Additionally, the Board determined that all Board Committees are comprised entirely of independent directors and that all members of the Audit Committee, and Compensation and Benefits Committee and Finance Committee meet the additional independence standards applicable to such committee members as set forth below.

The Board’s independence determination included a review of the payments over the last three years between the Railroad and LyondellBasell Industries, N.V. (LyondellBasell). Mr. Patel is the Chief Executive Officer and Chairman of the Management Board of LyondellBasell. LyondellBasell paid the Railroad approximately $112$127 million, $105$115 million, and $105$112 million for transportation services in 2019, 2018 and 2017 2016 and 2015 respectively. In 2015, the Railroad purchased $35 million of fuel from a subsidiary of LyondellBasell. These amounts were significantly less than 2% of LyondellBasell’s consolidated gross revenues for any of the past three years (0.3%(0.4% for 2017,2019, 0.3% for 20162018, and 0.4%0.3% for 2015)2017).

The Board also reviewed a payment made in 2019 to The Williams Capital Group, L.P. (Williams Capital). Mr. Williams is the Chairman of Siebert Williams Shank & Co., the successor to Williams Capital. The Company paid Williams Capital $87,500 in fees to serve as a co-manager in a July 2019 debt transaction. The Board noted that this payment was significantly less than 2% of Williams Capital’s consolidated gross revenues.
Director Independence Standards

An “independent” director is a director whom the Board has affirmatively determined has no material relationship with the Company or any of its consolidated subsidiaries either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company. Accordingly, a director is also not independent if:

(1)
the director is, or within the last three years has been, an employee of the Company or an immediate family member of the director is, or within the last three years has been, an executive officer of the Company;

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(2)
the director (a) or an immediate family member is a current partner of a firm that is the Company’s internal or external auditor; (b) is a current employee of such a firm; (c) has an immediate family member who is a current employee of such firm and personally works on the Company’s audit; or (d) or an immediate family member was within the last three years (but is no longer) a partner or employee of such a firm and personally worked on the Company’s audit within that time;
(3)
the director, or a member of the director’s immediate family, is, or within the last three years has been, an executive officer of another company where any of the Company’s present executives at the same time serves or served on that company’s compensation committee;
(4)
the director, or a member of the director’s immediate family, received or has received during any 12-month period within the last three years any direct compensation from the Company in excess of $120,000,
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$120,000, other than compensation for Board service and pension or other forms of deferred compensation for prior service with the Company, and compensation received by the director’s immediate family member for service as a non-executive employee of the Company;
(5)
the director is a current employee of a company, including a professional services firm, that has made payments to or received payments from the Company, or during any of the last three years has made payments to or received payments from the Company, for property or services in an amount that, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of the other company’s or firm’s consolidated gross revenues;
(6)
a member of the director’s immediate family is a current executive officer of another company, or a partner, principal or member of a professional services firm, that has made payments to or received payments from the Company, or during any of the last three fiscal years has made payments to or received payments from the Company, for property or services in an amount that, in any of the last three fiscal years, exceeded the greater of $1 million or 2% of the other company’s or firm’s consolidated gross revenues; and
(7)
the director is an executive officer, director or trustee of a non-profit organization to which the Company or Union Pacific Foundation makes, or within the last three years has made, payments that, in any single fiscal year, exceeded the greater of $1 million or 2% of the non-profit organization’s consolidated gross revenues (amounts that the Company or Union Pacific Foundation contribute under matching gifts programs are not included in the payments calculated for purposes of this standard).

For purposes of these standards, an “immediate family” member includes a director’s spouse, parents, children, siblings, mother and father-in-law, sons and daughters-in-law, brothers and sisters-in-law, and anyone (other than a domestic employee) who shares the director’s home.

Audit Committee and Compensation and Benefits Committee Independence Criteria

In addition to the Board’s Director Independence Standards above, a director is not considered independent for purposes of serving on the Audit Committee or the Compensation and Benefits Committee, and may not serve on such committees, if the director: (a) accepts, directly or indirectly, from the Company or any of its subsidiaries, any consulting, advisory, or other compensatory fee, other than Board and committee fees and fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company; or (b) is an “affiliated person” of the Company or any of its subsidiaries; each as determined in accordance with NYSE and SEC rules and regulations.

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BOARD CORPORATE GOVERNANCE MATTERS


Related Party Policy and Procedures


The Board annually reviews related party transactions involving directors and director nominees in conjunction with making director independence determinations and preparing the annual Proxy Statement. We require that executive officers report any transactions with the Company under the writtenStatement of Policy on Ethics and Business Conduct Policy(Business Conduct Policy) that covers all Company employees. Under the Business Conduct Policy, the Audit Committee reviews any transaction reported by executive officers and refers any reported transactions to the Corporate Governance and Nominating Committee for evaluation pursuant to the Company’s Related Party Transaction Policies and Procedures (the Related Party Policy) described below.

Under the Company’s Related Party Policy, transactions with related parties are subject to approval or ratification by the Corporate Governance and Nominating Committee. Transactions subject to Committee review and approval include any transaction in which (i) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (ii) the Company is a participant, and (iii) any related party will have a direct or indirect interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

“Related party” is defined under the policy as any (i) person who is or was during the last fiscal year an executive officer or director of the Company or nominee for election as a director, (ii) greater than 5% beneficial owner of the Company’s common stock, or (iii) immediate family member of any of the foregoing. “Immediate family” member includes a person’s spouse, parents, stepparents, children, stepchildren, siblings, mothers and fathers-in-law, sons and daughters-in-law, and brothers and sisters-in-law and anyone residing in such person’s home (other than a tenant or employee).

If advance Corporate Governance and Nominating Committee approval of a transaction is not feasible, then the transaction will be considered and, if the Committee determines it to be appropriate, ratified at the Committee’s next regularly scheduled meeting. In determining whether to approve or ratify a transaction, the Committee will consider, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related party’s interest in the transaction.

Under the Related Party Policy, the Committee may pre-approve certain transactions, even if the aggregate amount involved exceeds $120,000. Such transactions include (i) any transaction with another company at which a related party’s only relationship is as an employee (other than an executive officer), direct or beneficial owner of less than 10% of that company’s shares, if the aggregate amount involved does not exceed the greater of $1 million or 2% of that company’s total annual revenues; and (ii) any charitable contribution, grant or endowment by the Company to a charitable organization, foundation, or university at which a related party’s only relationship is as an employee (other than an executive officer) or a director, if the aggregate amount involved does not exceed the lesser of $1 million or 2% of the charitable organization’s total annual receipts. Additionally, the Board has delegated to the Chair of the Committee the authority to pre-approve or ratify, as applicable, any transaction with any related party in which the aggregate amount involved is expected to be less than $1 million. At each regularly scheduled meeting of the Committee, a summary of each new transaction deemed pre-approved will be provided to the Committee for its review.

Related Party Transactions in 2017

The2019

Since 1994, the Railroad has historically and routinely done business with Omaha Track, Inc. and its related companies (Omaha Track). Kelvin Whited, who became the Chief Financial Officer of Omaha Track in July 2015, is the spouse of Elizabeth F. Whited, who became the Company’s Executive Vice President and Chief Human Resources Officer in August 2018. Ms. Whited served as the Company’s Executive Vice President and Chief Marketing Officer in December 2016.

until August 15, 2018, when she was appointed Executive Vice President and Chief Human Resources Officer.

In 2017,2019, the Railroad paid Omaha Track or its affiliates approximately $6.3$19.9 million for tie disposal services, under a contract awarded in January 2016 through a competitive bid process, approximately $3.0 million for on-track scrap metal removal under a contract that commenced in October of 2014, and approximately $4.1 million for railcar repairs under a contract that became effective in July 2015.repairs. All of these transactions are managed by the Railroad’s Supply Department and Ms. Whited has no involvement in these matters.
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BOARD CORPORATE GOVERNANCE MATTERS
Omaha Track has been a transload provider to customers of the Railroad for transload shipments of various materials. The Railroad paid Omaha Track approximately $301,400$9,400 in 20172019 in connection with these transload services. Ms. Whited is not involved in any commercial or rate discussions involving Omaha Track.

The Railroad provides transportation services to LyondellBasell. Mr. Patel is the Chief Executive Officer and a director of LyondellBasell and a director of the Company. Payments to the Railroad over the last three years from LyondellBasell are detailed on page 20 of this Proxy Statement.
These transactions were ratified by the Corporate Governance and Nominating Committee under the Company’s Related Party Policy.

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BOARD CORPORATE GOVERNANCE MATTERS


Board Leadership Structure


The Board believes it is in the best interest of the Company for the Board to periodically evaluate the leadership structure of the Company and make a determination regarding whether to separate or combine the roles of Chairman and CEO based on circumstances at the time of its evaluation. By retaining flexibility to adjust the Company’s leadership structure, the Board is best able to provide for appropriate management and leadership of the Company and address any circumstances the Company may face. Accordingly, pursuant toPer the Company’s Corporate Governance Guidelines and Policies, set forth on page 19 of this Proxy Statement, the Board annually will elect a Chairman of the Board, who may or may not be the CEO of the Company. Additionally, the Guidelines provide that if the individual elected as Chairman of the Board is not an independent director, the independent directors also will elect a lead independent director. The Board determined that having a combined Chairman and CEO at this time best allows the Board and management to focus on the oversight and implementation of the Company’s strategic initiatives and business plan to efficiently and effectively protect and enhance the Company’s long-term success and shareholder value.

In addition, the independent directors of the Board elected Mr. McCarthy as the lead independent director with the following responsibilities:


Preside at meetings of the Board at which the Chairman and CEO are not present, including executive sessions of the independent directors;

Approve the flow of information sent to the Board, and approve the agenda, schedule and what materials are sent for the Board meetings;

Serve as the liaison between the independent directors and the Chairman and CEO;

Be available for consultation and communication with major shareholders as appropriate;

Oversee the process of evaluating and compensating the Chairman and CEO (in conjunction with the Compensation and Benefits Committee);

Assure that a succession plan is in place for the Chairman and CEO, as well as the lead independent director;

Authorize or recommend the retention of consultants who report directly to the full Board; and

Assist the Board and Company officers in compliance with, and implementation of, the Company’s governance guidelines and policies.

The independent directors conducted executive sessions at all Board meetings in 2017.2019. Mr. McCarthy also has the authority to call executive sessions of the independent directors. The Board has adopted a number of strong corporate governance practices that provide effective, independent oversight of management, including:


Holding executive sessions of the non-management, independent directors after every Board meeting;

Providing that only independent directors serve on key Board committees; and

Conducting an annual performance evaluation of the Chairman and CEO by the independent directors.

The Board believes that the current leadership structure and succession planning coupled with an active lead independent director provides effective oversight of management and responsiveness to shareholders, while also continuing the solid leadership of the Company and the Board necessary to effect execution of the Company’s strategic plans.

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BOARD CORPORATE GOVERNANCE MATTERS


Risk Oversight of the Company


The Board of Directors is responsible for overseeing the assessment and management of the critical enterprise risks affecting the Company. The Board delegates to the Audit Committee primary responsibility for oversight of managing risks related to financial reporting, environmental matters and compliance.

operations of the Company.

Management identifies and prioritizes enterprise risks (included in the risk factors disclosed in our Annual Report on Form 10-K) and regularly presents them to the Board for its review and consideration. The senior executives responsible for implementation of appropriate mitigation strategies for each of the Company’s enterprise risks, along with the chief compliance officer, provide reports directly to the Board during the year. The Audit Committee also receives reports throughout the year from the chief compliance officer and the senior executives responsible for financial reporting, cybersecurity and environmental matters.

In addition, the Audit Committee oversees the Company’s internal audit of enterprise risks selected for review and evaluation based upon the Company’s annual risk assessment model with the purpose of evaluating the effectiveness of mitigating controls and activities of Company personnel. The Company’s internal auditors present to the Audit Committee findings regarding the mitigating controls and processes for the enterprise risks selected for review. The Audit Committee, in turn, reports those findings to the entire Board. The Company’s enterprise risk management process is dynamic and continually monitored so that the Company can timely identify and address any potential risks that arise in the ever-changing economic, political, legal and technology threat environment in which the Company operates.

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BOARD CORPORATE GOVERNANCE MATTERS


Board of Directors Meetings and Committees


In accordance with applicable provisions of Utah law and the By-Laws of the Company, the business and affairs of the Company are managed under the direction of the Board. The Board has established standing Committees and adopted guidelines and policies to assist it in fulfilling its responsibilities as described below.

During 2017,2019, the Board met six times. None of the directors attended fewer than 75% of the aggregate number of meetings of the Board and the Committees on which he or she served. The average attendance of all directors at Board and Committee meetings was 99.5%. TheOur Corporate Governance Guidelines and Policies included in this Proxy Statement beginning on page 19 reflect our policy that all directors should attend the Annual Meeting. In accordance with this policy, all directors then serving attended last year’s Annual Meeting.

The Board currently maintains four standing committees − the Audit Committee, Finance Committee, Compensation and Benefits Committee, and Corporate Governance and Nominating Committee. Each of the committees operates under a written charter adopted by the Board, copies of which are available on the Company’s website at www.up.com/investors/governance, and shareholders may obtain copies by contacting the Secretary of the Company at the address set forth on the notice page of this Proxy Statement. Each committee has the ability to retain outside advisors to assist it in the performance of its duties and responsibilities. All Board Committees are composed entirely of independent directors, satisfying both the independence standards of the NYSE and the Director Independence Standards set forth in the Company’s Corporate Governance Guidelines and Policies. Audit Committee members and Compensation and Benefits Committee members also satisfy the additional independence criteria applicable to Audit Committee and Compensation and Benefits Committee members under the listing standards of the NYSE.

Current Board Committee Membership and Meetings
Director
Board
Audit
Finance
Compensation
and Benefits
Corporate Governance
and Nominating
Andrew H. Card, Jr.
X
X
 
X
 
Erroll B. Davis, Jr.
X
 
 
C
X
David B. Dillon
X
C
 
X
 
Lance M. Fritz
C
 
 
 
 
Deborah C. Hopkins
X
 
X
 
X
Jane H. Lute
X
X
 
 
X
Michael R. McCarthy
X
 
X
 
C
Michael W. McConnell
X
X
X
 
 
Thomas F. McLarty III
X
 
C
 
X
Bhavesh V. Patel
X
 
X
X
 
Steven R. Rogel
X
 
 
X
X
Jose H. Villarreal
X
X
 
X
 
Meetings in 2017
6
10
4
6
4

C = Chair

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BOARD CORPORATE GOVERNANCE MATTERS

Audit Committee
David B. Dillon
Chair



Other Members:
Andrew H. Card, Jr.
William J. DeLaney
Deborah C. Hopkins
Jane H. Lute
Christopher J. Williams

Meetings in 2019: 10

FINANCIAL EXPERTS
ON AUDIT COMMITTEE

The Board has determined that all members ofMr. DeLaney and Mr. Dillon are “audit committee financial experts” as defined by the Audit Committee are independent directors and satisfy the additional independence criteria under NYSE listing standards applicable to audit committee members. The Board also reviewed the experience and training of the members of the Committee and determined that each member is financially literateSEC and that at least one membereach has accounting or related financial management expertise. Additionally,expertise as required by NYSE Corporate Governance Listing Standards.
Overview
Committee Functions
The Audit Committee assists the Board determined that Mr. McConnellin fulfilling its responsibilities for overseeing our financial reporting process and Mr. Dillon qualify as “audit committeethe audit of our financial experts” within the meaning of the rules and regulations of the SEC.statements.
Met 10 times in fiscal 2017

Members
Andrew H. Card, Jr.
David B. Dillon (Chair)
Jane H. Lute
Michael W. McConnell
Jose H. Villarreal
The Audit Committee meets regularly with the independent registered public accounting firm of the Company, financial management, the internal auditors, the chief compliance officer and the general counselchief legal officer to provide oversight of the financial reporting process, internal control structure, and the Company’s compliance requirements and activities. The independent registered public accounting firm, the internal auditors, the chief compliance officer and the general counselchief legal officer have unrestricted access to the Committee and meet regularly with the Committee, without Company management representatives present, to discuss the results of their examinations, their opinions on the adequacy of internal controls and quality of financial reporting, and various legal matters.

The Audit Committee assistshas established policies and procedures for the Board in fulfilling its responsibilities for overseeing our financial reporting process and the auditpre-approval of our financial statements. Specific duties and responsibilities of the Audit Committee include, among other things:
Independent Registered Public Accounting Firm
   •
Appointing, overseeing the work of, and compensatingall services provided by the independent registered public accounting firm;
   •firm (as described on page 36 of this Proxy Statement).

The Audit Committee’s Report is included on page 37 of this Proxy Statement.
Discussing with the• Appoint, evaluate and retain
   our independent registered
   public accounting firm relationships with

• Maintain direct responsibility
   for the Companycompensation,
   termination and its independence;
   •
Evaluatingoversight of
   our independent registered
   public accounting firm and
   evaluate the independent
   registered public accounting firm through assessments of quality control procedures; peer reviews,
   firm’s qualifications,
   performance and results of inquiries or investigations;

   independence

Participating in the selection of the independent registered public accounting firm’s lead engagement partner;
   •
Establishing hiring policies with respect to employees Review and former employees of the independent registered public accounting firm; and
   •
Determining whether to retain or, if appropriate, terminate the independent registered public accounting firm.discuss earnings
Audit and Non-Audit Services; Financial Reporting; Audit Report
   •
Reviewing and approving the scope of the annual audit plan and the audit fee;
   •
Reviewing and discussing earnings   releases, audited annual financial
   statements and unaudited
   quarterly financial statements,
   including reviewing specific
   disclosures under
   “Management’s Discussion
   and Analysis of Financial
   Condition and Results of
   Operations”; and


Reviewing the adequacy of disclosures to be included in the Annual Report on Form 10-K regarding Review the Company’s contractual obligations and commercial commitments, including off-balance sheet financing arrangements.

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Board Corporate Governance Matters

Audit Committeepolicies
(continued)

Disclosure Controls; Internal Controls and Procedures






   •
Reviewing the Company’s policies   and procedures to maintain the
   adequacy and effectiveness of
   internal controls and disclosure controls;

   controls

Reviewing Review the scope, resources
   and results of the internal audit
   program, including
   participation in the General
   Auditor performance review; and
   •
Reviewing corporate policies and practices with respect to financial information and earnings guidance.review
Risk Oversight

Discussing with management reports on Oversee the CompanyCompany’s
   enterprise risk management programs, including oversight of risks related to financial reporting, cybersecurity, environmental and litigation matters, safety and compliance;
   •
Overseeing   program as well as the Company’s compliance program and risk assessments, including the annual
   enterprise risk management plan described in more detail above in the section titled Risk Oversight of the Company; and
assessment

Overseeing Oversee the administration of
   the Company’s Code of Ethics
   for the Chief Executive Officer
   and Senior Financial Officers
   and the Statement of Policy on
   Ethics and Business Conduct
   for employees as well as policies concerning derivatives, environmental management, use of corporate aircraft, insider trading, related person and related party transactions, and officers’ travel and business expenses.
Annual Review/Evaluation
   •
Annually reviewing the Committee’s charter and performance.
Pre-Approval of Audit and Non-Audit Services Policy
The Audit Committee’s charter requires the Committee to approve in advance all audit engagement fees and the terms of all audit services to be provided by the independent registered public accounting firm. By approving the engagement, which is performed in conjunction with the first Board meeting of each year, the audit services are deemed to be pre-approved. As part of its pre-approval policy, the Committee considers whether the provision of any proposed non-audit services is consistent with auditor independence. With respect to non-audit services provided by the independent registered public accounting firm, the Audit Committee adopted and observes procedures that require the independent registered public accounting firm to present a budget for the three categories of non-audit services: (i) audit-related services, (ii) tax services and (iii) other services. The budget is detailed as to the particular services to be provided so that the Committee knows what services it is being requested to pre-approve in order to facilitate a well-reasoned assessment of the impact of the services on the auditor’s independence. After review and approval of the annual budget by the Committee, no further approval by the Committee is required to undertake the specific projects within the three categories of non-audit services.

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BOARD CORPORATE GOVERNANCE MATTERS
Audit Committee
(continued)
If the Company determines that it requires any other non-audit services after approval of the budget, either the Committee Chair or the full Committee must pre-approve the additional non-audit services, depending on the anticipated cost of the services. In addition, the Committee Chair must review and approve any projects involving non-audit services that exceed budget costs during the year. Any non-audit services pre-approved by the Committee Chair pursuant to delegated authority and any projects involving non-audit services that exceed budget costs will be reported to the full Committee at the next regularly scheduled Committee meeting.

Thomas F. McLarty III
Chair



Other Members:
Deborah C. Hopkins
Michael R. McCarthy
Bhavesh V. Patel
Christopher J. Williams

Meetings in 2019: 6
Overview
Committee Functions




Finance Committee
The Finance Committee is responsible for assisting the Board with its review and oversight of the Company’s financial position, of the Company.financing plans and programs and dividend policy and actions. The Finance Committee’s responsibilitiesCommittee also assists the Board by reviewing strategic options and duties include, among other things:
Met 4 times in fiscal 2017

Members
Deborah C. Hopkins
Michael R. McCarthy
Michael W. McConnell
Thomas F. McLarty III (Chair)
Bhavesh V. Patel
Treasury Matters
   •opportunities for the Company, including acquisitions and divestitures.
Reviewing or overseeing• Review and oversee significant
   treasury matters such as the
   Company’s capital structure,
   balance sheet, credit ratings, short- and
   short-and long-term financing
   plans and programs, derivative
   policy, share repurchases and
   dividend policy;
policy

Reviewing Review the Company’s liquidity
   position, including the
   Company’s credit facilities;
facilities

Overseeing Oversee the Company’s
   investor relations activities,
   including the Company’s
   interaction with the investor community; and

   community

Reviewing Review the performance of the
   Company’s internal investment
   committee that oversees the
   investment management of
   assets held by the Company’s
   pension, thrift and other
   funded employee benefit programs.
   
Annual Review/Evaluation
   •programs
Annually reviewing the Committee’s charter and performance.

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BOARD CORPORATE GOVERNANCE MATTERS

Compensation
and Benefits
Committee
The Board has determined that all members of theErroll B. Davis Jr.
Chair



Other Members:
Andrew H. Card, Jr.
William J. DeLaney
David B. Dillon
Bhavesh V. Patel
Jose H. Villarreal

Meetings in 2019: 5

COMPENSATION AND BENEFITS INTERLOCKS AND INSIDER
PARTICIPATION

There were no Compensation and Benefits Committee are independent directors and satisfy the additional independence criteria under NYSE listing standards applicable to compensation committee members.

interlocks or insider participation in 2019.
Overview
Committee Functions
Met 6 times in fiscal 2017

Members
Andrew H. Card, Jr.
Erroll B. Davis, Jr. (Chair)
David B. Dillon
Bhavesh V. Patel
Steven R. Rogel
Jose H. Villarreal
The Compensation and Benefits Committee discharges the Board’s responsibilities relating to the compensation of senior executives and provides generalstrategic oversight of our compensation structure, including equity compensation plans and benefits programs. Specific duties and responsibilities of the

The Compensation and Benefits Committee include, among other things:
Executive Compensationannually reviews and Performance Goals
   •
Reviewing and approvingapproves corporate goals and objectives relevant to the compensation of the Company’s CEO;
   •Chairman and CEO and certain other elected executives. The details of the processes and procedures involved are described in the Compensation Discussion and Analysis (CD&A). The independent members of the full Board ultimately make the final decisions regarding the Chairman and CEO’s compensation.

The Compensation and Benefits Committee Report is included on page 57 of this Proxy Statement.
Evaluating• Evaluate the CEO’s performance
   and, together with the other
   independent directors, determining
   determine and approvingapprove the
   CEO’s compensation level based on such evaluation;


Reviewing and referring to Oversee the Board for approval the compensation of the Company’s other elected executives and certain other executives as determined by the Committee or the Board;
   •
Overseeing the Company’s
   executive incentive plans reviewing theand
   review amounts of awards and
   the individualsexecutives who will receive
   awards and referringrefer its
   determinations with respect to
   the annual incentive program to
   the Board for approval;approval

• Review the CD&A and
   •
Reviewing and discussing the “Compensation Discussion and Analysis” (CD&A) and recommending
   recommend to the Board thatits
   inclusion in our Proxy
   Statement

• Oversee the CD&A be included in the Company’s Proxy Statement and Annual Report on Form 10-K.
Equity Compensation Plans and Other Employee Benefit Plans
   •
Overseeing the Company’s   pension, thrift and equity
   compensation plans and reviewingreview
   and recommendingrecommend to the Board all
   material amendments to these plans; and

   plans

Overseeing Oversee the administration of
   the Company’s general
   compensation plans and
   employee benefit plans and
   periodically reviewingreview the
   Company’s benefit plans to
   assess whether thesesuch benefit
   plans remain competitive with comparably situated companies.
Annual Review/Evaluation
   •
Annually reviewing the Committee’s charter and performance.
Compensation Risk Assessment
In early 2018, the Committee, with the assistance of the Committee’s outside compensation consultant, conducted its annual compensation risk assessment of our executive compensation programs and confirmed that they were designed and operate within a system of guidelines and controls to avoid creating any material adverse risks to the Company.

Compensation Consultant

Under its charter, the Compensation and Benefits Committee has the authority to retain, terminate and approve fees for advisors and consultants as it deems necessary. The Committee, in its discretion, uses outside advisors and experts to assist it in performing its duties and fulfilling its responsibilities. The Committee has retained Frederic W. Cook & Co., Inc. (FW Cook) as its independent compensation consultant. A representative of FW Cook attends all Committee meetings. The Committee is solely responsible for the engagement and termination of this relationship. At its March 2020 meeting, the Committee reviewed and reaffirmed the engagement of FW Cook as the Committee’s compensation consultant and determined that the retention of FW Cook did not raise any conflicts of interest.

31

FW Cook advises the Committee on compensation philosophy and matters related to CEO and other executive and director compensation. The Committee annually requests that FW Cook update compensation and performance data on the peer companies selected by the Committee, as described on page 43 of this Proxy
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BOARD CORPORATE GOVERNANCE MATTERS
Compensation
and Benefits
Committee
(continued)Statement. In addition, the Committee periodically requests that FW Cook make presentations on various topics, such as compensation trends and best practices, regulatory changes, long-term incentive components and award mix and stock plan utilization. The Committee Chair reviews and approves all charges for these consulting services.
Under the Committee’s engagement, FW Cook also confers with management on a limited basis to promote consistency and efficiency. In such matters, FW Cook acts in its capacity as the Committee’s advisor, and the Committee Chair reviews and approves any major projects for which management requests the assistance of FW Cook. Such projects involve only the amount and form of executive or director compensation and may include analysis of competitive director compensation data, design and development of new compensation and stock plans, calculation of compensation amounts reported in this Proxy Statement and review of materials prior to distribution to the Committee to confirm that the materials conform with the Committee’s philosophy and policies. The Committee Chair reviews and approves all charges for any projects requested by management. During 2019, the Company paid fees to FW Cook only for advising on matters under the Committee’s purview. The Company did not pay any fees for additional projects or services.
In early 2020, the Committee, with the assistance of FW Cook, conducted its annual compensation risk assessment of our executive compensation programs and confirmed that they were designed and operate within a system of guidelines and controls to avoid creating any material adverse risks to the Company.
Compensation Consultant
Under its charter, the Committee has the authority to retain, terminate and approve fees for advisors and consultants as it deems necessary. The Committee, in its discretion, uses outside advisors and experts to assist it in performing its duties and fulfilling its responsibilities. Frederic W. Cook & Co., Inc. (FW Cook) is an independent compensation consulting firm that reports directly to the Committee. A representative of FW Cook regularly attends all Committee meetings. The Committee is solely responsible for the engagement and termination of this relationship. At its March 2018 meeting, the Committee reviewed and reaffirmed the engagement of FW Cook as the Committee’s compensation consultant and determined that the retention of FW Cook did not raise any conflicts of interest.

FW Cook advises the Committee on compensation philosophy and matters related to CEO and other executive and director compensation. The Committee annually requests that FW Cook update compensation and performance data on the peer companies selected by the Committee, as described in the CD&A beginning on page 43 of this Proxy Statement. In addition, the Committee periodically requests that FW Cook make presentations on various topics, such as compensation trends and best practices, regulatory changes, long-term incentive components and award mix and stock plan utilization. The Committee Chair reviews and approves all charges for these consulting services.

Under the Committee’s engagement, FW Cook also confers with management on a limited basis to promote consistency and efficiency. In such matters, FW Cook acts in its capacity as the Committee’s advisor, and the Committee Chair reviews and approves any major projects for which management requests the assistance of FW Cook. Such projects involve only the amount and form of executive or director compensation and may include analysis of competitive director compensation data, design and development of new compensation and stock plans, calculation of compensation amounts reported in this Proxy Statement and review of materials prior to distribution to the Committee to confirm that the materials conform with the Committee’s philosophy and policies. The Committee Chair reviews and approves all charges for any projects requested by management. During 2017, the Company paid fees to FW Cook only for advising on matters under the Committee’s purview. The Company did not pay any fees for additional projects or services.







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BOARD CORPORATE GOVERNANCE MATTERS

Corporate Governance and Nominating
Michael R. McCarthy
Chair



Other Members:
Erroll B. Davis, Jr
Jane H. Lute
Thomas F. McLarty III
Jose H. Villarreal

Meetings in 2019: 4
Overview
Committee Functions
The Corporate Governance and Nominating Committee oversees and assists the Board in fulfilling its responsibilities relating to our corporate governance, including the practices, policies and director nominations and elections. Specific duties and responsibilitiesprocedures of the Corporate GovernanceBoard and Nominatingits committees.

The Committee include, among other things:
Met 4 times in fiscal 2017

Members
Erroll B. Davis, Jr
Deborah C. Hopkins
Jane H. Lute
Michael R. McCarthy (Chair)
Thomas F. McLarty III
Steven R. Rogel
also reviews the size, structure and needs of the Board Matters
   •
Developing and recommendingBoard committees, reviews possible candidates for the Board and recommends director nominees to the Board the criteria for identifying and evaluating director candidates and periodically reviewing these criteria;
   •approval.
Identifying• Identify and recommendingrecommend
   candidates to be nominated for
   election as directors at the
Annual MeetingsMeeting or to fill Board
   vacancies consistent with criteria approved by the Board;


Reviewing Review the composition and
   activities of the Board,
   including, but not limited to,
   committee memberships,
   Board self-evaluation, Board
   size, continuing education,
   retirement policy and stock
   ownership requirements;
requirements

Assessing the qualifications, contributions and independence of directors in determining whether to recommend them for election or reelection to the Board; and
   •
Periodically reviewing Review the Board’s leadership
   structure, recommending
   changes to the Board aswhen
   appropriate, and overseeingoversee the
   election of athe lead
   independent director.director

• Oversee the Corporate
   Governance Guidelines and Other
   Policies,
   •
Overseeing the Corporate Governance Guidelines and Policies discussed below, which promote Board independence, integrity and ethics, diversity (inclusive of gender, race, ethnicity and natural origin), and excellence in governance;
   •
Overseeing the Company’s
   Code of Business Conduct and
   Ethics for Membersmembers of the
   Board of Directors;
Directors

Establishing Establish policies and
   procedures for the review and
   approval of related party
   transactions including reviewing and approving all potential related party transactions as defined under SEC rules; and


Reviewing Review current trends in
   environmental, social and
   corporate governance (ESG)
   and recommendingrecommend to the Board
   for adoption new (or
   modifications of existing)
   practices, policies or procedures.and
   
Director Compensation and Stock Ownership
procedures

Reviewing Review director compensation
   periodically to assess whether the
   compensation paid to non-management directors is competitive
   and reflects their duties and
   responsibilities asof Board members; and
   •
   members
Adopting and monitoring compliance with stock ownership guidelines and policies for directors.
Annual Review/Evaluation
   •
Annually reviewing the Committee’s charter and performance; and
   •
Overseeing the annual self-evaluation of the Board and its committee’s effectiveness and performance.

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BOARD CORPORATE GOVERNANCE MATTERS


Compensation Committee Interlocks and Insider Participation


During 2017, the following independent directors served on the Compensation and Benefits Committee: Andrew H. Card, Jr., Erroll B. Davis, Jr., David B. Dillon, Bhavesh V. Patel, Steven R. Rogel and Jose H. Villarreal.

The Compensation and Benefits Committee has no interlocks or insider participation.


Codes of Conduct and Ethics


The Board has adopted the Union Pacific Corporation Code of Ethics for the Chief Executive Officer and Senior Financial Officers, the Statement of Policy on Ethics and Business Conduct for employees (the Business Conduct Policy) and the Union Pacific Corporation Code of Business Conduct and Ethics for Members of the Board of Directors. We post these codes of conduct on our website at www.up.com/investors/governance, and printed copies are available to any shareholder upon request to the Secretary of the Company at the address set forth on the notice page of this Proxy Statement. To the extent permitted by SEC rules and the NYSE listing standards, we intend to disclose any future amendments to, or waivers from, certain provisions of these codes of conduct on our website.


Communications with the Board


Interested parties wishing to communicate with the Board may do so by U.S. mail c/o the Corporate Secretary, Union Pacific Corporation, 1400 Douglas Street, 19th Floor, Omaha, NE 68179. Communications intended for a specific director or directors (e.g., the lead independent director, a committee chairperson or all of the non-management directors) should be addressed to their attention and sent, by U.S. mail, to the address above. The Board has appointed and authorized the Corporate Secretary of the Company to process these communications and forward them to the appropriate directors. We forward appropriate communications from shareholders directly to the appropriate Board member(s). If a communication is illegal, unduly hostile or threatening, or similarly inappropriate, the Corporate Secretary of the Company has the authority to disregard or take appropriate action regarding any such communication.

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Director Compensation in Fiscal Year 2017

DIRECTOR COMPENSATION IN FISCAL YEAR 2019

Director Compensation in Fiscal Year 2017

Non-Management Directors’ Fees

For 2017, and Compensation

During 2019, non-employee directors who were not employees received an annual retainer of $250,000, plus expenses. The director’s annual retainer has been the same since 2010. Directors are required to invest $130,000 of the retainer in the Stock Unit Account describedcompensated for their Board service as shown below. Chairs of Board Committees receive additional annual retainers of $15,000 each, and members of the Audit Committee receive additional annual retainers of $10,000 each. The lead independent director receives an additional annual retainer of $25,000. Directors who are employees do not receive retainers or any other Board-related compensation.

Annual Retainer: $280,000 ($160,000 annual mandatory deferral into a Stock Unit Account, remainder may be deferred at the director’s election)
Annual Mandatory Deferral: $160,000 of their Annual Retainer deferred in the Stock Unit Account described below
Committee Chair Retainer: $20,000 for each standing Committee chair
Audit Committee Member Retainer: $10,000
Lead Director Retainer: $30,000
Stock Unit Grant and Deferred Compensation Plan for the Board of Directors

Under our Stock Unit Grant and Deferred Compensation Plan for non-management directors, a director may, by December 31 of any year, elect to defer all or a portion of any compensation (in addition to the amount mentioned above that is required to be invested in their Stock Unit Account) for service as a director in the ensuing year or years, excluding reimbursements for expenses. Such deferred amounts may be invested, at the option of the director, in (i) a Fixed Rate Fund administered by the Company, (ii) a Stock Unit Account administered by the Company, or (iii) various notional accounts administered by The Vanguard Group. These accounts are unfunded, unsecured obligations of the Company. The Company Fixed Rate Fund bears interest equal to 120% of the applicable federal long-term rate compounded annually. The Stock Unit Account fluctuates in value based on changes in the price of our common stock, and equivalents to cash dividends paid on the common stock are deemed to be reinvested in the Stock Unit Account. The Vanguard Accounts are subject to earnings and value fluctuations from the investment performance of the notional accounts at Vanguard. Payment of all deferred amounts begins in January of the year following separation from service as a director. Deferred amounts may be paid, at the election of the director, in either a lump-sum or in up to 15 equal, annual installments.

2000 Directors Stock Plan

Under the 2000 Directors Stock Plan (the 2000 Plan) adopted by the shareholders on April 21, 2000, the Company may grant options to purchase shares of our common stock to non-management directors. Upon recommendation of the Corporate Governance and Nominating Committee in September 2007, the Board eliminated the annual grant of options for 2008 and future years. The Company did not award any options to non-management directors in 2017.

The 2000 Plan also provides that2019.

Previously, each non-management director, upon election to the Board of Directors, willwould receive a grant of 4,000 restricted shares of our common stock or restricted share units that represent the right to receive our common stock in the future (which number has been adjusted to reflect the Company’s two-for-one stock splits on May 28, 2008 and June 6, 2014). The restricted shares or share units vest on the date a director ceases to be a director by reason of death, disability or retirement, as defined in the 2000 Plan. During the restricted period, the director has the right to vote such restricted shares and receive dividends or dividend equivalents, but may not transfer or encumber such shares or units. The director willwould forfeit such shares or units upon ceasing to be a director for any reason other than death, disability or retirement.

Effective August 1, 2018, the Board approved the elimination of this initial equity grant for newly elected directors.

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Director Compensation in Fiscal Year 2017

DIRECTOR COMPENSATION IN FISCAL YEAR 2019

Non-Management Director Compensation in Fiscal Year 2017

2019

The following table provides a summary of the compensation of our non-management directors for 2017.

Name
Fees Earned
or Paid in Cash
Stock Awards (a)
Option Awards
All Other
Compensation (b)
Total
Compensation
Andrew H. Card, Jr.
$
260,000
 
$
0
 
$
0
 
$
75,894
 
$
335,894
 
Erroll B. Davis, Jr.
 
265,000
 
 
0
 
 
0
 
 
14,366
 
 
279,366
 
David B. Dillon
 
275,000
 
 
0
 
 
0
 
 
15,451
 
 
290,451
 
Deborah C. Hopkins (d)
 
250,000
 
 
410,080
(e)
 
0
 
 
1,587
 
 
661,667
 
Charles C. Krulak (c)
 
108,334
 
 
0
 
 
0
 
 
54,342
 
 
162,676
 
Jane H. Lute
 
260,000
 
 
0
 
 
0
 
 
12,980
 
 
272,980
 
Michael R. McCarthy
 
290,000
 
 
0
 
 
0
 
 
1,221
 
 
291,221
 
Michael W. McConnell
 
260,000
 
 
0
 
 
0
 
 
1,347
 
 
261,347
 
Thomas F. McLarty III
 
265,000
 
 
0
 
 
0
 
 
15,172
 
 
280,172
 
Bhavesh V. Patel (d)
 
125,000
 
 
417,680
(e)
 
0
 
 
3,987
 
 
546,667
 
Steven R. Rogel
 
250,000
 
 
0
 
 
0
 
 
12,808
 
 
262,808
 
Jose Villareal
 
260,000
 
 
0
 
 
0
 
 
14,080
 
 
274,080
 
2019.
NAME
FEES EARNED
OR PAID IN CASH
STOCK AWARDS (a)
OPTION AWARDS
ALL OTHER
COMPENSATION (b)
TOTAL
COMPENSATION
Andrew H. Card, Jr.
 $290,000
 $0
 $0
 $10,841
 $300,841
Erroll B. Davis, Jr.
 300,000
0
0
  38,500
  338,500
William J. DeLaney
 290,000
0
0
 8,657
 298,657
David B. Dillon
310,000
0
0
 12,036
 322,036
Deborah C. Hopkins
285,833
0
0
11,563
 297,396
Jane H. Lute
 290,000
0
0
 31,944
 321,944
Michael R. McCarthy
 330,000
0
0
 26,411
356,411
Thomas F. McLarty III
 300,000
0
0
13,107
313,107
Bhavesh V. Patel
 280,000
0
0
  26,688
 306,688
Jose H. Villareal
284,167
0
0
 16,587
 300,754
Christopher J. Williams (c)
46,667
0
0
0
 46,667
(a)
The following table provides the outstanding equity awards at fiscal year-end held by all individuals who served as non-management directors in 2017.2019. The Number of Shares in the Vesting Upon Termination column represents the shares granted to each director upon initial election to the Board and required to be held until his or her service as a member of the Board ends.
Name
Number of Securities
Underlying Unexercised Options
Number of Shares
Vesting Upon Termination
Number of Units in
Deferred Stock Unit Account
Andrew H. Card Jr.
 
0
 
 
4,000
 
 
27,967
 
Erroll B. Davis Jr.
 
0
 
 
4,000
 
 
34,736
 
David B. Dillon
 
0
 
 
4,000
 
 
5,082
 
Deborah C. Hopkins
 
0
 
 
4,000
 
 
2,181
 
Jane H. Lute
 
0
 
 
4,000
 
 
2,180
 
Michael R. McCarthy
 
0
 
 
4,000
 
 
45,651
 
Michael W. McConnell
 
0
 
 
4,000
 
 
68,797
 
Thomas F. McLarty III
 
0
 
 
4,000
 
 
27,341
 
Bhavesh V. Patel
 
0
 
 
4,000
 
 
523
 
Steven R. Rogel
 
0
 
 
4,000
 
 
46,519
 
Jose H. Villarreal
 
0
 
 
4,000
 
 
21,120
 
NAME
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED OPTIONS
NUMBER OF SHARES
VESTING UPON TERMINATION
NUMBER OF UNITS IN
DEFERRED STOCK UNIT ACCOUNT
Andrew H. Card Jr.
0
4,000
 30,782
Erroll B. Davis Jr.
0
4,000
37,812
William J. Delaney
0
0  (d)
1,105
David B. Dillon
0
4,000
7,019
Deborah C. Hopkins
0
4,000
 5,429
Jane H. Lute
0
4,000
  4,005
Michael R. McCarthy
0
4,000
 51,089
Thomas F. McLarty III
0
4,000
 30,133
Bhavesh V. Patel
0
4,000
 2,285
Jose H. Villarreal
0
4,000
 23,673
Christopher J. Williams
0
0(d)
0
(b)
Excess liability insurance premiums paid in 20172019 for each non-management director were $1,221,$1,411, except for Mr. PatelWilliams which was $611.$0. For each of Mr. Davis, Ms. Lute, Mr. McCarthy and Mr. Patel, the Company matched $25,000 of each directors’ charitable contributions under the Company’s charitable matching gift program which is also available to all employees of the Company. The Company matched $10,000 in charitable contributions for Ms. Hopkins and $5,500 in charitable contributions for Mr. Villarreal. In addition, the Company began paying Nebraska state income taxes on behalf of nonresident directors in 2014 because of their travel to Nebraska required for Company business. The reimbursement covers the incremental cost of these nonresident directors’ taxes and the directors do not claim any tax benefits for the reimbursement in their resident states. The amounts shown in the table reflect additional federal and Nebraska income taxes paid in 20182020 for the applicable director’s service, and stock option exercises, if any, during the director’s service in 2017.2019. The Company does not consider this a perquisite and does not gross-up or pay any state income taxes that the directors incur in their normal work locations.
(c)
Mr. Krulak retired from the Board on May 11, 2017.
(d)Ms. HopkinsWilliams was elected to the Board on JanuaryNovember 14, 2019.
(d)
Upon recommendation of the Corporate Governance and Nominating Committee, effective August 1, 2017. Mr. Patel was elected to2018, the Board on July 26, 2017.
(e)Pursuanteliminated the 4,000 share grant to the 2000 Directors Stock Plan, Ms. Hopkins and Mr. Patel received a grant of 4,000 restricted sharesnon-management directors upon their election to the Board. The value reported reflects the grant date fair value of such shares based upon the Company’s closing stock price of $102.52 on January 3, 2017, and $104.42 on July 26, 2017, respectively.

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PROPOSAL NUMBER 2 − Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2018

2020

The Audit Committee has appointed Deloitte & Touche LLP as the independent registered public accounting firm to audit the books and accounts of the Company and its consolidated subsidiaries for the year 20182020 and submits this selection for ratification by a vote of shareholders as a matter of good corporate governance. In the event that the Audit Committee’s selection of Deloitte & Touche LLP does not receive an affirmative vote of a majority of the votes cast, the Audit Committee will review its future selection of an independent registered public accounting firm.

The Audit Committee believes that the continued retention of Deloitte & Touche LLP as our independent registered public accounting firm is in the best interests of our shareholders as there are several benefits to the Company of having a long-tenured auditor.

Enhanced Audit Quality. Through more than 50 years of experience with the Company, Deloitte & Touche has gained institutional knowledge and deep expertise regarding the Company’s rail operations and business, accounting policies and practices and internal control over financial reporting.
Competitive Fee Structure. Due to Deloitte & Touche’s familiarity with the Company, audit fees are competitive with peer companies.
Avoids Costs Associated with New Auditor. Onboarding a new independent accountant is costly and requires a significant time commitment that could distract from management’s focus on financial reporting and controls.

The Company expects that a representative of Deloitte & Touche LLP will be present at the Annual Meeting and will have an opportunity to make a statement if such representative desires to do so and will be available to respond to appropriate questions by shareholders.


Vote Required for Approval


Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 20182020 requires the affirmative vote of a majority of the votes cast on this proposal at the Annual Meeting.

The Board recommends a vote FOR ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2018.

2020.

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Independent Registered Public Accounting Firm’s Fees and Services

Aggregate fees billed to the Company for services rendered by our independent registered public accounting firm for each of the past two years are set forth below:

 
Year Ended December 31,
 
2017
2016
Audit Fees
$
2,681,139
 
$
2,661,955
 
Audit-Related Fees
 
585,550
 
 
521,697
 
Tax Fees
 
203,008
 
 
214,890
 
All Other Fees
 
0
 
 
0
 
Total
$
3,469,697
 
$
3,398,542
 
 
YEAR ENDED DECEMBER 31,
 
2019
2018
Audit Fees
$2,974,700
$2,838,350
Audit-Related Fees
509,603
697,829
Tax Fees
244,713
214,860
All Other Fees
0
0
Total
$3,729,016
$3,751,039

Audit Fees. Audit services included the integrated audit of financial statements and internal control, quarterly reviews, comfort letters provided in conjunction with the issuance of debt, and agreed-upon procedures performed on the Annual Report R-1 filed by Union Pacific Railroad Company with the Surface Transportation Board.

Audit-Related Fees. Audit-related services included consultation on accounting standards and transactions, audits of employee benefit plans, and audits of subsidiary companies.

Tax Fees. Tax fees included fees for corporate tax planning and consultation services and work performed for international tax compliance.

All Other Fees. No other services were provided to the Company by Deloitte & Touche LLP during the years ended December 31, 20172019 and 2016.

2018.
Pre-Approval of Audit and Non-Audit Services Policy
The Audit Committee’s charter requires the Committee to approve in advance all audit engagement fees and the terms of all audit services to be provided by the independent registered public accounting firm. By approving the engagement, which is performed in conjunction with the first Board meeting of each year, the audit services are deemed pre-approved. As part of its pre-approval policy, the Committee considers whether the provision of any proposed non-audit services is consistent with auditor independence. With respect to non-audit services provided by the independent registered accounting firm, the Audit Committee adopted and observes procedures that require the independent registered public accounting firm to present a budget for the three categories of non-audit services: (i) audit-related services, (ii) tax services and (iii) other services. The budget is detailed as to the particular services to be provided so that the Committee knows what services it is being requested to pre-approve in order to facilitate a well-reasoned assessment of the impact of the services on the auditor’s independence. After review and approval of the annual budget by the Committee, no further approval by the Committee is required to undertake specific projects within the three categories of non-audit services.

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Audit Committee Report

The Audit Committee has reviewed and discussed with management the Company’s audited consolidated financial statements for the year ended December 31, 2017.2019. The Committee has discussed with the Company’s independent registered public accounting firm, Deloitte & Touche LLP, the matters required to be discussed with the Audit Committee under applicable Public Company Accounting Oversight Board (PCAOB) standards and SEC Rule 2-07 of Regulation S-X. The Committee also has received the written disclosure and correspondence from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP communications with the Committee concerning independence and has discussed their independence with them. Based on the foregoing reviews and discussions, the Committee recommended to the Board that the audited financial statements referred to above be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017,2019, for filing with the SEC.

The Audit Committee
David B. Dillon, Chair
Andrew H. Card, Jr.
William J. DeLaney
Deborah C. Hopkins
Jane H. Lute
Christopher J. Williams
The Audit Committee
David B. Dillon, Chair
Andrew H. Card, Jr.
Jane H. Lute
Michael W. McConnell
Jose H. Villarreal

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PROPOSAL NUMBER 3 − Advisory Vote to Approve Executive Compensation

The Board of Directors asks shareholders to support a non-binding, advisory resolution approving the Company’s executive compensation as reported in this Proxy Statement.

We design our executive compensation programs to support the Company’s long-term success. As described below in the Compensation Discussion and Analysis section of this Proxy Statement, the Compensation and Benefits Committee has structured the Company’s executive compensation programs to achieve key Company goals and objectives. We believe our compensation philosophy allows us to link realized pay to a variety of performance measures and reward management skillsefforts that produce consistent, long-term performance accompanied with effective risk management and execution of the Company’s strategy.

In 2017,2019, the Company continued to operate a safe railroad, provide solid service to our customers and deliverproduced record financial results despite operational challenges throughoutand finished the year fromwith improvements in service reliability and productivity despite significant weather events, including harsh winter conditions in the Midwest and Pacific Northwest that were followed by widespread flooding impactingacross the western portioncentral and southern portions of our network. We continued implementation of Unified Plan 2020, the Railroad’sCompany’s plan for operating a safe, reliable and efficient railroad by increasing reliability of our service product, reducing variability in network to the unprecedented weather event accompanying Hurricane Harvey in our Southern Region.operations and improving resource utilization costs. Highlights of the Company’s performance*2019 operational and financial performance include:

Record financial performance, with adjusted earnings per share of $5.79,$8.38, a 14% improvement6% increase when compared to last year’s $5.07 per share;
2018;
An all-time record adjusted operating ratio for 20172019 of 63.0%60.6%, improving 0.52.1 points from 2016’s operating ratio of 63.5%;lower than 2018;
Adjusted operatingOperating income of more than $7.8$8.6 billion, an 8% increase comparedflat with 2018 despite the 6% carload decline; and
Substantial improvement in key performance indicators year-over-year. For example, improvement in asset utilization and fewer car classifications led to 2016;a 17% improvement in freight car terminal dwell and a 6% improvement in freight car velocity. We also saw a 13% improvement in locomotive productivity and 2% improvement in work force productivity
The reportable personal injury rate per 200,000 employee-hours was 0.79, our second lowest, increasing slightly from last year’s best-ever result of 0.75.

The Board urges shareholders to read the Compensation Discussion and Analysis, beginning on page 4342 of this Proxy Statement, which describes in more detail how our executive compensation policies and procedures, including many best practices, operate and are designed to align compensation with our Company strategy, goals and objectives. Shareholders should also review the Summary Compensation Table and related compensation tables and narrative, appearing on pages 6558 through 85,74, which provide detailed information regarding the compensation of our Named Executive Officers. The Compensation and Benefits Committee and the Board of Directors believe that the policies and procedures articulated in the Compensation Discussion and Analysis create effective incentives for achieving Company goals, including returns to shareholders, and that the compensation of our Named Executive Officers reported in this Proxy Statement has supported and directly contributed to the Company’s performance and success.

In accordance with Section 14A of the Securities Exchange Act of 1934, and as a matter of good corporate governance, the Board asks shareholders to approve the following advisory resolution at the Annual Meeting:

RESOLVED, that the shareholders of Union Pacific Corporation (the Company) approve, on an advisory basis, the compensation of the Company’s Named Executive Officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables and narrative in the Proxy Statement for the Company’s 20182020 Annual Meeting of Shareholders.

This advisory resolution, commonly referred to as a “say on pay” resolution, is non-binding on the Board of Directors. Although non-binding, the Board and the Compensation and Benefits Committee will review and consider the voting results when evaluating the Company’s executive compensation programs.

The Board of Directors recommends a vote FOR the advisory resolution to approve executive compensation.

* See Item 7 of Union Pacific’s Annual Report on Form 10-K for the year ended December 31, 2017, for reconciliations to U.S. GAAP

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A LETTER FROM OUR COMPENSATION AND BENEFITS COMMITTEE

Dear Fellow Union Pacific Shareholder:

We want to thank you for your continued support of Union PacificPacific. As directors and sharemembers of the Compensation and Benefits Committee, we take our responsibility to you very seriously. Our overarching compensation philosophy is to provide compensation opportunities that are competitive and motivating in an environment that has required continuing commitment and resilience of our employees and the leadership team. Our compensation philosophy is also highly performance based in order to align our management team with you the Committee’s perspective on our business, our approach to executive compensationCompany’s strategic goals and our recent compensation program changes.

shareholders’ long-term interests.

2019 Results and Unified Plan 2020
During 2019, the Company continued the implementation of Unified Plan 2020, the Company’s plan for operating a safe and efficient railroad by increasing the reliability of its service product, reducing variability in network operations and improving resource utilization costs. The year 2019 also presented extreme weather challenges as harsh winter weather, blizzard conditions and record snowfall caused weather disruptions across the Midwest and Pacific Northwest. Additionally, rainfall on top of frozen ground, covered with several inches of accumulated snow, led to rapid snowmelt and historic, catastrophic flooding across Nebraska, Iowa, Missouri and Minnesota. Ice jams, some several miles long, contributed to extensive damage and track washouts across the Company’s network. Despite all of these challenges, the Company delivered solid financial results Union Pacific delivered this past year continueperformance, including:
Earnings of $8.38 per share, representing a 6% improvement compared to reflect our executive team’s commitment to positive pricing in the marketplace, business development generating volume growth, and2018
An all-time record operating ratio of 60.6%, 2.1 points lower than 2018
Operating income of $8.6 billion, flat with 2018 despite a continued focus on productivity. As a result, 6% carload decline
Union Pacific returned $6$8.4 billion to its shareholders in the form of dividends and share repurchases. Union Pacific’srepurchases and total shareholder return was 32%33.7% in 20172019 compared with 22%31.5% shareholder return for the S&P 500.

Union Pacific reported earnings of $13.36 per share. After excludingOur Fiscal 2019 Compensation Program
As the benefit of corporate tax reformCompany continues to implement Unified Plan 2020, we remain focused on a compensation program that was passed prior to year-end, Union Pacific’s adjusted earnings per share were a record $5.79 per share.* This result is a 14% improvement compared to last year’s $5.07 per share.
Union Pacific’s adjusted operating ratio was an all-time record 63.0%, improving 0.5 points from 2016.

These achievements would not have been possible withoutsupports the leadership of Union Pacific’s executive management team, led by CEO Lance Fritz, who together with the women and men of Union Pacific worked tirelessly to run the safest Railroad in North America and serve our customers.

We are committed to representing the best interests of our shareholders. As directors and Compensation and Benefits Committee members, we are mindful of our responsibility to represent shareholders, and we take this responsibility seriously. When making compensation decisions, the Committee carefully balances many considerations, factors and perspectives to determine what it believes to be the right decision. In order to closely align our management team with our businessCompany’s strategic goals and the interests of shareholders, our executive compensation philosophy is to provide compensation that is competitive and motivating while also being highly performance-based.

Demonstratingreflects our commitment to align executive compensationalignment of pay with the long-term financial interest of our shareholders, we made the following changes to our compensation program in 2016 and maintained these features for 2017.

Added a three-year relative Operating Income Growth modifier to performance stock unit (PSU) awards.
The vesting of PSUs granted in 2016 and 2017 was conditioned on Return on Invested Capital performance over three years against a pre-established target and was subject to this three-year relative Operating Income Growth modifier, which could increase or reduce the number of shares earned by up to 25%.
The mix of equity awards was modified so that PSUs constituted 50% (up from 40%) of each executive’s long-term grants, including the NEO’s, with stock options constituting 40% of the award values and retention stock units constituting only 10% (down from 20%) of the award values.

Shareholder feedback shaped our additional compensation program changes for 2018. We had consistently received shareholder support in the range of 94% to 97% for our executive compensation program in prior years. However, in 2017, shareholder support declined to 67%. While this vote still represented solid majority support, it caused our Board, and, specifically our Compensation and Benefits Committee, to determine that we should further enhance our outreach with shareholders regarding our executive compensation program.

[Letter Continued on Next Page]

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As a result, after the 2017 Annual Meeting, we sought feedback from our shareholders. After taking their input into account, we decided to change the “at-risk” annual cash bonus, which is a significant portion of an executive’s total cash compensation, from a discretionary annual bonus evaluation to a largely formula-driven incentive cash program.

The annual incentive cash program for our executives in 2018 will be based on two key performance metrics: operating ratio and operating income, both of which are indicators of fundamental financial performance in the rail industry. A small non-formulaic component will allow for the consideration of valuable qualitative factors, such as safety, customer service, market factors and individual executive performance.

In addition to the changes noted above regarding the annual incentive program, for PSUs granted in 2018, the Committee decided to remove the ability to earn stock units annually. PSUs will only be earned after the full three-year performance period.

We ask for your support. We hope this letter provides useful context as you review the details of our executive compensation program in the Compensation Discussion & Analysis below. We also hope that we can count on your support of our executive compensation program this year, and we look forward to and ask for your continued interest in Union Pacific.

Respectfully,
The Compensation and Benefits Committee
Erroll B. Davis, Jr., Chair
Andrew H. Card, Jr.
Bhavesh V. Patel
David B. Dillon
Steven R. Rogel
Jose H. Villarreal

*See Item 7 of Union Pacific’s Annual Report on Form 10-K for the year ended December 31, 2017, for reconciliations to U.S. GAAP

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis describes the material elements of our executive compensation program and provides an overview of our executive compensation philosophy, policies and practices, and the corresponding pay decisions for our Named Executive Officers (NEOs) for and during fiscal year 2017.


Named Executive Officers


For fiscal year ending December 31, 2017, our2019, the Named Executive OfficersOfficers’ (NEOs) included our principal executive officer, our principal financial officer, and the three next most highly compensated executive officers. Pursuant to SEC rules, an additional NEO is also included for 2017.

Lance M. Fritz, our Chairman, President and Chief Executive Officer (CEO);
Robert M. Knight, Jr., our Executive Vice President and Chief Financial Officer (CFO);
Cameron A. Scott, our Executive Vice President and Chief Operations Officer;
Rhonda S. Ferguson, our Executive Vice President, Chief Legal Officer and Corporate Secretary;
Elizabeth F. Whited, our Executive Vice President and Chief Marketing Officer; and
Eric L. Butler, Senior Vice President, formerly our Executive Vice President, Chief Administrative Officer and Corporate Secretary.

Ms. Ferguson was elected Corporate Secretary on December 1, 2017. Mr. Butler was Executive Vice President, Chief Administrative Officer and Corporate Secretary until December 1, 2017. Mr. Butler remained at the Company as Senior Vice President until his retirement on February 28, 2018.


Our 2017 Say-on-Pay Vote; Shareholder Outreach; Program Enhancements for 2018


Prior to 2017, we received very high levels of shareholder support for our executive compensation program. For example, we received shareholder support of approximately 94%, 95%, 97% in 2016, 2015 and 2014, respectively. In 2017, however, 67% of the votes cast voted in favor of our executive compensation. While this vote represented solid majority support for our NEO compensation, we were disappointed by the result.

We determined that we should better understand shareholders’ concerns and opinions. At the direction of our Board and Compensation and Benefits Committee (Compensation Committee), senior members of our management team engaged in shareholder outreach discussions. Our Chair of the Compensation Committee participated in a number of these in-person meetings and discussions. Our Chair of the Compensation Committee and Lead Independent Director also developed an outreach communication that was sent to shareholders outlining proposed considerations for our executive compensation program and soliciting feedback.

As part of our shareholder outreach efforts, we engaged shareholders with cumulative shareholdings of over 55% through a combination of in-person meetings with our largest shareholders, conference calls and a written communication outlining proposed considerations for our executive compensation program that solicited shareholder feedback.

Based on shareholders’ feedback, our Compensation Committee changed the annual cash bonus program for our executives from a discretionary annual bonus evaluation to a formula-based incentive cash program was similar to begin in 2018. Under the new annual incentive plan,2018 with eighty percent (80%) of the target annual incentive cash bonuses paid to our executives, including the NEOs, will bebonus based on the attainmenttwo key performance metrics: operating income (40%) and operating ratio (40%). The remaining 20% of pre-established objective Company financial performance goals, and the remainder (20%) will be paidan executive’s target incentive cash bonus was based on the Committee’s evaluation of the Company’s overall strategy and the corresponding business objectives and individual executive performance in key areas such as safety, customer service, resource productivity, innovation and employee engagement and culture.

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COMPENSATION DISCUSSION AND ANALYSIS

In addition to the changes noted above regarding the annual incentive program, for PSUs granted in 2018, the Compensation Committee decided to remove the ability to earn stock units annually. PSUs will only be earned after the full three-year performance period.

Formula-Based Objective Component

For 2018, the financial performance goals are weighted equally based on operating income (40%) and operating ratio (40%), which are key measures in the rail industry.

After the end of the fiscal year, the Committee will certify the extent to which theseagainst pre-established operating income and operating ratio goals were achieved. The non-formulaic portion is targeted at twenty percent (20%) of an executive’s incentive cash bonus potential, and the Committee retains the discretion to award less than that amount. If the minimum performance thresholds for both operating income and operating ratio are not achieved, then no annual incentive cash bonus will be paid to executives.


Non-Formulaic Component

Everything the Company does is built on our vision, mission and values — including our six-track Value Strategy. The non-formulaic portion is targeted at twenty percent (20%) of an executive’s incentive cash bonus potential and is based on the Company’s business objectives and individual executive performance in the key areas identified in the Company’s new strategy wheel which we implemented in 2019 as set forth on page 51 of the Compensation Discussion & Analysis (CD&A).

After thorough deliberation and consideration, including discussions with the Committee’s compensation consultant, the Committee made an adjustment for weather related expenses incurred by the Company due to the historic and extreme flooding experienced during 2019. This adjustment to the calculation of our overall six-track Value Strategy. When aligned, this strategy adds value to our four stakeholders — employees feel fulfilledformulaic bonus program under the Company’s 2019 Annual Incentive Plan is detailed on page 50 of the CD&A. The Committee believes that the adjustment appropriately recognizes the significant productivity and recognize their role; the communities we serve are economically strong; we help our customers win in their markets;operational improvements management and our shareholders are pleased withentire workforce achieved during 2019 through the returns generated. Our six-track Value Strategy is:


World-Class Safety — Our safety strategy incorporates individual accountability, data-driven processes and a relentless examination of every deviation to understand root causes, eliminate incidents and mitigate risk.
Excellent Customer Experience — More than our service product, the customer experience is about anticipating needs, quickly responding, keeping commitments, offering solutions and making customers want to do more business with the Company. The customer experience plays a critical role in our ability to execute our growth strategy, making it vital employees understand customer issues and work to improve them.
implementation of Unified Plan 2020. This adjustment resulted in an annual incentive bonus payout for 2019 at 41% of target for Mr. Fritz and the other NEOs, excluding Mr. Vena.
As described on page 46 of the CD&A, due to Mr. Vena’s critical role in the implementation of Unified Plan 2020, the Committee recommended, and the Board approved, an annual incentive bonus for 2019 for Mr. Vena at 150% of target. Based on Mr. Vena’s performance in leading the Company’s achievement of an historic operating ratio of 60.6 %, the Committee also recommended, and the Board approved, vesting of the first tranche of his 2019 performance stock unit award at 100% of target, and also approved another performance-based long-term incentive grant.

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COMPENSATION DISCUSSION AND ANALYSIS

Long-term equity incentives remain an integral part of our compensation program, as we believe they support alignment of our executives’ interests with the interests of our shareholders. The 2019 equity grants for the NEOs consisted of 60% (up from 50%) performance stock units (PSUs) and stock options constituted the remaining 40% of award values, reflecting our decision to eliminate retention stock units from our executive compensation program.
Innovation — Ever-present throughout the Railroad, innovation is about not being satisfied with current results and developing new thinking through a combination of “Little I” and “Big I” approaches. “Little I” projects use UP Way tools to improve work and make fundamental process improvements, while “Big I” encompasses large-scale projects that may require significant investments.
Resource Productivity — Getting the most out of what we have, resource productivity means turning railcars faster, making assets last longer, having fuel take us further and designing processes to be smarter. Grow to 55 plus Zero (G55+0) initiative, or growing to an operating ratio of 55 with zero injuries, is a mindset and strategy to improve the Company’s competitiveness, whether it’s through daily expenses, capital expenditure or fuel efficiency.
Maximized Franchise — MoreThe Committee also approved a formalized policy for recoupment of incentive compensation described on page 44 which became effective January 1, 2020. This policy is meant to be consistent with, but also is more expansive than, our physical footprint on a map, maximized franchise includes our assets, employees and their expertise, service products, market reach, and proprietary technology. It’s critical to our overall strategy that helps us explore and expand our markets.
Engaged Team — When employees are empowered and respected, they feel connected to the Company. This inspires passion and dedication, while leveraging diverse talents and creating the best ideas and strategies. Every employee needs to be engaged in making his or her work safer, more productive and with a better outcome.

For 2018, the following are certain quantitativeproposed “clawback” rules under the Dodd-Frank Wall Street and qualitative measurements in eachConsumer Protection Act. While such rules have not yet been finalized, the Committee believes adoption of the six Value Tracks, as indicated above. The attainment of these measurespolicy is consistent with good corporate governance principles.

Further detail on our compensation program is included in the CD&A that follows.
Diversity and continued focus on the six-track Value Strategy will enableOur Workforce
We are working to assist the Company in creating a 21st-century workforce that is gender-balanced and inclusive of top, diverse talent. The Company is committed to add valueimproving and strengthening performance to further build an inclusive workforce that reflects the diverse markets and communities it serves . A positive, inclusive and high-performing work environment is essential in order for employees to feel valued and able to fully contribute to the Company’s four stakeholders — customers, employees, communitiesmission.
Ongoing Commitment to Shareholder Engagement
The Committee values the perspectives of the Company’s shareholders and the importance of shareholder feedback, as demonstrated by the continued evolution of our compensation program. We appreciate the strong support from shareholders on our 2019 say-on-pay vote on executive compensation. As the Company moves forward with Unified Plan 2020, we are committed to maintaining a compensation structure that aligns pay with performance, drives long-term value creation and reflects the perspectives of our shareholders.

Thank you for your continued support and investment in Union Pacific.
Respectfully,

The Compensation and Benefits Committee

Erroll B. Davis, Jr., Chair
Andrew H. Card, Jr.
William J. DeLaney
David B. Dillon
Bhavesh V. Patel
Jose H. Villarreal
World Class Safety
40
Employee Reportable Injury Rate
Crossing Incidents Rate
Rail Equipment Reportable Rate
Excellent Customer Experience
Revenue Growth
Service Delivery Index
Net Promoter Score
Innovation
Organize and advance Innovation activities
Develop, adopt and deploy processes for cultivating Innovation and Technology Driven Operations
Resource Productivity
G55+0 Productivity

Maximized Franchise
Customer Growth
Industrial Development Projects
Engaged Team
Employee Engagement
Company Culture Initiatives

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COMPENSATION DISCUSSION AND ANALYSIS

2019 Business Highlights


2017 Financial and Operating Performance Achievements


Union Pacific Railroad Company (the Railroad) is the principal operating company of Union Pacific Corporation (the Company). One of America’s most recognized companies, the Railroad links 23 states in the western two-thirds of the country by rail, providing a critical link in the global supply chain. The Railroad’s diversified business mix includes Agricultural Products, Automotive, Chemicals, Coal,Energy, Industrial Products and Intermodal.Premium. We serve many of the fastest-growing U.S. population centers, operate from all major West Coast and Gulf Coast ports to eastern gateways, connect with Canada’s rail systems and are the only railroad serving all six major Mexico gateways. Our freight traffic consists of bulk, manifest and premium business. Bulk traffic primarily consists of coal, grain, soda ash, ethanol and rock and crude oil shipped in unit trains — trains transporting a single commodity from one origin to one destination.shipped. Manifest traffic includes individual carload or less than train-load business involving commodities such as lumber, steel, paper, food and chemicals. The transportation of finished vehicles, auto parts, intermodal containers and truck trailers are included as part of our premium business. The Railroad provides value to its roughly 10,000 customers by delivering products in a safe, reliable, fuel-efficient and environmentally responsible manner.

After two consecutive years

Our operating plan, Unified Plan 2020, implements Precision Scheduled Railroading principles, coupled with our own best practices. It is an important part of overall volume declines, we experienced volume growth of 2% year-over-year, driventhe Company’s objective to operating a safe, reliable and efficient railroad by strength in Industrial Products and Coal shipments. Growth in frac sand, coal, and intermodal shipments more than offset declines in grain, crude oil, finished vehicles, and rock shipments. We faced several operational challenges during 2017, from significant flooding in the western portionincreasing reliability of our service product, reducing variability in network operations, and improving resource utilization.
Safety: While 2019 was a year of significant operational change at the Company, we remained committed to the unprecedented rainsafety of our employees, our customers and flooding that accompanied Hurricane Harvey in our Southern Region. Despite these challenges,the public. As we implemented Unified Plan 2020, we remained focused on components thatidentifying and managing risk and training our employees as their work environment changed. Despite these efforts, our safety results were innot good enough. Our personal injury incidents per 200,000 employee-hours increased 11% from 2018 and our control, enablingreportable derailment incident rate per million train miles increased 30%. In addition to using and expanding the deployment of Total Safety Culture and Courage to Care, we implemented COMMIT (Coaching, Observing, Mentoring and Motivating with Integrity and Trust) throughout our operations. All of these programs allow us to deliver solid financial results.

identify and implement best practices for employee and operational safety.

Service and Operations: The year began with a series of significant weather events. Heavy snowfall and harsh winter conditions in the Midwest and Pacific Northwest were followed by widespread flooding across the central and southern portions of our network. Despite the disruptions, we remained focused on the implementation of Unified Plan 2020.
Although our operational changes were impacted by weather in the early part of 2019, our key performance indicators improved substantially year-over-year. Improvement in asset utilization and fewer car classifications led to 17% improvement in freight car terminal dwell and 6% improvement in freight car velocity. We also saw 13% improvement in locomotive productivity and 2% improvement in work force productivity.
Financial Results: In 2019, the Company generated operating income of $8.6 billion, flat with 2018 despite the 6% carload decline. Lower volumes, productivity initiatives and lower fuel prices drove operating expenses down 8% from 2018. These factors coupled with improved pricing offset the impact of the revenue decline and drove an all-time record 60.6% operating ratio, improving 2.1 points from 2018. Net income of nearly $6.0 billion translated into earnings of $8.38 per diluted share, up 6% from last year.
Our net return on invested capital of 15.0% decreased 0.1 point compared to 2018. We increased our quarterly dividend with two 10 percent increases, resulting in dividends paid in 2019 totaling $2.6 billion. In addition, we repurchased 35 million Union Pacific shares, decreasing our full-year average share count by 6 percent. Combining dividends and share repurchases, Union Pacific returned $8.4 billion to our shareholders in 2019.
Please also refer to the Company’s Annual Report on Form 10-K for a complete analysis of the Company’s 20172019 financial and operating performance.

Safety − During 2017, we continued our focus on our safety strategy to reduce riskperformance and eliminate incidents for our employees, our customers and the public. We finished 2017 with a 3% improvement in our reportable derailment incident rate per million train miles compared to 2016. Although reportable personal injury incidents per 200,000 employee-hours increased 5% from last year’s record low, it is our second lowest year and a 9% decrease from 2015. Despite our efforts in 2017, our crossing incidents rate increased 5% from 2016. Overall, our 2017 safety results reflect our employees’ dedication to our safety initiatives and our efforts to further engage the workforce through programs such as Courage to Care, Total Safety Culture, and UP Way (our continuous improvement culture).


Service and Operations − Our average train speed, as reported to the Association of American Railroads, decreased 5% compared to 2016, and our average terminal dwell time increased 8% from 2016. Disruptions across our network, including the impact of Hurricane Harvey, negatively impacted network fluidity. Continued implementation and testing of Positive Train Control across a growing number of routes in our network combined with other operational challenges also negatively impacted overall average train speed and terminal dwell. We made capital investments of almost $3.1 billion in 2017, continuing to strengthen our franchise. This

non-GAAP reconciliation.

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included $1.9 billion in replacement capital to harden our infrastructure and improve the safety and resiliency of our network. In addition, we spent approximately $340 million on Positive Train Control. Through 2017, we invested approximately $2.6 billion in the ongoing development of PTC.


Financial Performance − The Tax Cuts and Jobs Act (the Tax Act) was enacted on December 22, 2017 which resulted in a $5.9 billion non-cash reduction in our income tax expense. In addition, we recognized a $212 million non-cash reduction to operating expense related to income tax adjustments recognized at certain equity-method affiliates. We believe adjusted results that exclude these effects provide relevant information to our investors as they more accurately reflect the strength of our on-going financial performance and are the results discussed in the following paragraphs. Please refer to page 22 of the Company’s Annual Report on Form 10-K for a complete reconciliation of our full year 2017 reported results under accounting principles generally accepted in the U.S. (GAAP) to our 2017 adjusted results (non-GAAP) for the tax related items described above.

In 2017, we generated adjusted operating income of more than $7.8 billion, an 8% increase compared to 2016. Volume growth of 2%, combined with core pricing and productivity gains, generated solid financial performance improvement and more than offset $86 million of operating expense associated with our workforce reduction plan implemented in the third quarter of 2017. Our 2017 adjusted operating ratio was an all-time record 63.0%, improving 0.5 points from 2016. Adjusted net income of $4.6 billion translated into adjusted earnings of $5.79 per diluted share, a best-ever performance.

Our net return on invested capital (ROIC, see footnote 1 on the following page) of 13.7 percent increased a full percentage point over last year’s 12.7 percent. The Company increased its quarterly declared dividend per share by 10 percent, with dividends paid in 2017 totaling $2.0 billion. We also repurchased 36 million shares of Company common stock. Between dividends and share repurchases, the Company returned $6 billion to our shareholders in 2017.

* All-time record.
* All-time record.
† 2017 adjusted to exclude the benefit of the Tax Act.
† 2017 adjusted to exclude the benefit of the Tax Act.

Performance Versus Compensation Peer Group Companies − The Committee benchmarks the Company’s financial performance as measured by growth in total revenue, operating income, diluted earnings per share from continuing operations (EPS) and ROIC, against the results of a group of peer companies (the Peer Group)

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that consists of both other railroads and companies that are comparable to the Company in size and complexity but are in other industries (as described on page 50). In addition, the Committee compares the Company’s total shareholder return with those of the Peer Group.

 
Ranking (2)
One-Year Performance
2017
(rank out of 16*)
2016
(rank out of 18)
Revenue Growth
 
9
 
 
17
 
Operating Income Growth
 
6
 
 
14
 
Earnings Per Share Growth
 
4
 
 
13
 
Return on Invested Capital (1)
 
6
 
 
5
 
Total Shareholder Return
 
8
 
 
4
 
Composite Rank (3)
 
3
 
 
13
 
Three-Year Performance
2017
(rank out of 16*)
2016
(rank out of 18)
Revenue Growth
 
15
 
 
9
 
Operating Income Growth
 
15
 
 
8
 
Earnings Per Share Growth
 
4
 
 
8
 
Return on Invested Capital (1)
 
5
 
 
5
 
Total Shareholder Return
 
12
 
 
10
 
Composite Rank (3)
 
12
 
 
7
 

* Du Pont (El) De Nemours excluded due to merger with Dow Chemical effective September 1, 2017. Time Warner excluded due to merger with Charter Communications effective May 18, 2016.

(1)ROIC is not considered a financial measure under Generally Accepted Accounting Principles (GAAP) by SEC Regulation G and Item 10 of SEC Regulation S-K and may not be defined and calculated by other companies in the same manner. For a reconciliation to GAAP and the reconciliation of ROIC to net ROIC, please see Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.
(2)Performance rankings were provided by Frederic W. Cook & Co., Inc. (FW Cook), an independent compensation consulting firm that reports directly to the Committee, based on data from Standard & Poor’s Capital IQ database. The rankings reflect performance through December 2017 or the fiscal quarter-end immediately preceding this date for peers with non-calendar fiscal years.
(3)Reflects the Company’s overall positioning when the rankings for each of the five measures above are averaged and compared against the same average for the Peer Group. The Composite Rank is not adjusted for the benefits of the Tax Act.

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Executive Compensation Philosophy and the Compensation-Setting Process


The Company’s executive compensation philosophy is to:

Pay for Performance — By aligning a significant portion of the executive’s opportunity for compensation to annual (short-term) and long-term Company strategy, we tie pay to performance. Integration of the Company’s critical business objectives (safety, service, and financial performance) with the Company’s strategy and compensation programs also allows its pay structure to reflect individual performance and management effectiveness, along with other qualitative factors, which contribute to the Company’s performance.
Pay for Performance — We tie pay to performance by aligning a significant portion of the executive’s opportunity for compensation to annual (short-term) and long-term Company strategy. We also integrate the Company’s critical business objectives (safety, service, and financial performance) into the Company’s strategy and compensation programs to reflect individual performance and management effectiveness, along with other qualitative factors, which contribute to the Company’s performance.
Align with Shareholder Interests — By providing equity incentives, we link a substantial portion of executive compensation to both short-term and long-term financial performance that benefits our shareholders and aligns the interests of management with those of our shareholders.
Align with Shareholder Interests — We link a substantial portion of executive compensation to both short-term and long-term financial performance that benefits our shareholders and aligns the interests of management with those of our shareholders by providing equity incentives.
Attract and Retain Top Talent — By structuring compensation levels to reflect the competitive marketplace for similar positions at other comparable peer group companies, we are able to attract and retain key executives critical to our long-term success.
Attract and Retain Top Talent — We are able to attract and retain key executives critical to our long-term success by structuring compensation levels to reflect the competitive marketplace for similar positions at other comparable peer group companies.

The Compensation and Benefits Committee believes this compensation philosophy allows us to reward behavior that produces consistent, long-term performance accompanied with effective risk management and execution of the Company’s strategy.

To guide its executive compensation decisions, the

The Committee carefully evaluates and considers a number of factors in connection with its executive compensation decisions, including:


Company performance;performance against objectives;

Guidance from the Committee’s compensation consultant;

Input from the CEO; and

Appropriate peer comparisons.

Company Performance.As described above, under the Company’s annual incentive cash program, the Company measures its performance against a formulaic component based on pre-established operating income and operating ratio targets, as well as a non-formulaic component based on the Committee’s evaluation of certain business objectives related to safety, service and financial performance.performance outlined on pages 49 and 50. The Committee recommends the operating income and operating ratio targets to the Board for approval each February. Management also develops the Company’s overall strategy and the corresponding business objectives and presents them to the Board annually in February. After Board approval, the Committee incorporates the objectives into the compensation program with the assistance and advice from the Finance Committee of the Board. The Board monitors the Company’s progress concerning execution of its strategy and its business objectives during the year. At the end of the year, the Board assesses the Company’s achievement of these objectives. In February, subsequent to the performance year, management presents to the Committee the Company’s operating income and operating ratio results, its achievement compared to the business objectives, and its relative performance compared to the Peer Group, along with its recommendations for bonus and equity awards.

Group.

Guidance from Compensation Consultant and Input from CEO.The Committee reviews and recommends Board approval for the compensation of all NEOs.NEOs to the Board for its approval. The CEO provides the Committee with his evaluation of the performance of the other NEOs (excluding himself) and his recommendations for their compensation. The Committee also receives information and recommendations from its independent compensation consultant (FW Cook) on matters related to the NEOs’ (including the CEO’s) and other executives’ compensation. The Committee then determines (with advice from the Board, and assistance from its consultant) a bonus and equity award for the Company’s CEO.

For more information on the operation of the Committee, including information on its compensation consultant, see the Compensation and Benefits Committee section on pages 3129 and 3230 of this Proxy Statement.

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Executive Compensation Philosophy and the Compensation-Setting Process
Peer Companies.The Committee benchmarks salary, Target Total Cash Compensation and Target Total Direct Compensation for the NEOs against competitive market information. To assess competitive market

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information, the Committee looks primarily to pay data from the proxy statements of the Company’s Peer Group. The proxy information reviewed by the Committee consists of comparable data for the CEO and CFO positions and the next three highest paid individuals at each Peer Group company. The Committee also reviews relevant data provided by FW Cook, the Committee’s compensation consultant, for purposes of evaluating the compensation for the CEO and Chairman.

As further discussed below, the Committee generally seeks to establish base salaries below the median of the Peer Group, reflecting the Committee’s philosophy that a greater proportion of the cash component of the executives’ compensation should be incentive-based. The Committee generally targets a range around the median of the Peer Group for Target Total Cash Compensation and Target Total Direct Compensation. Then, if Company performance objectives are met, the Committee generally determines compensation within that range based upon relative and individual performance.Actual Total Direct Compensation and Actual Total Cash Compensation may be greater or less than targeted percentiles, depending upon whether and to what degree the Company achieves its business objectives (as described above).

Other factors considered in setting target compensation levels may include the individual performance of each NEO and his or her position relative to the Company’s current internal pay structure or changes in personnel or compensation at the Peer Group companies. In addition, the Committee particularly focuses on competitive pay for railroad executives within the Peer Group and the performance of other comparable railroads. In comparing the executive positions with comparable positions at companies within the Peer Group, the Committee and FW Cook review and consider any adjustments that may be required to account for significant differences in tenure or functional responsibilities.

In 2017,

For compensation decisions made in 2019, the Company’s Peer Group consisted of the following 1715 companies listed below.

3M
Altria Group
Canadian National
Canadian Pacific
CSX
Deere & Co.Co
Delta Airlines
Exelon
Du Pont (El) De NemoursFedEx
Exelon
FedEx
General Dynamics
Halliburton
Honeywell International
NextEra Energy
Medtronic
Norfolk Southern
Northrop Grumman
Raytheon
Southern Co.
Southwest Airlines
UPS

The Committee selected this Peer Group with the assistance of its compensation consultant, FW Cook, after considering U.S. based public companies in the same Global Industry Classification System (GICS) Industry Group with comparable revenues and market capitalization and other U.S.-based public companies with comparable (i) revenues, (ii) operating income, (iii) total assets, (iv) market capitalization and (v) employees, while excluding pharmaceuticals, high-tech, insurance and financial services companies. These comparative financial measures and the number of employees for the 20172018 Peer Group are summarized below.

 
Peer Group
Union Pacific
 
Median
75th Percentile
Company Data
Percentile Rank
Net Revenue
$
27,209
 
$
31,999
 
$
21,240
 
 
35th
 
Operating Income
$
3,975
 
$
5,797
 
$
8,061
 
 
95th
 
Total Assets
$
39,672
 
$
60,987
 
$
57,806
 
 
72nd
 
Market Capitalization
$
52,938
 
$
98,925
 
$
90,398
 
 
72nd
 
Employees
 
55,238
 
 
99,772
 
 
42,919
 
 
44th
 
below and were used for compensation decisions made in 2019.
 
PEER GROUP
UNION PACIFIC
 
MEDIAN
75TH PERCENTILE
COMPANY DATA
PERCENTILE RANK
Net Revenue
$27,058
 $39,560
  $22,832
39th
Operating Income
$4,414
$5,118
 $8,517
​100th
Total Assets
$49,589
$65,189
 $59,147
68th
Market Capitalization
$53,380
$61,332
 $108,411
98th
Employees
58,803
82,500
41,992
45th

Dollars in millions. Median/Percentiles determined by FW Cook using Standard & Poor’s Capital IQ Service, Form 8-K filings and Peer Group company information. The financial information provided above is derived from data as of fiscal year ending December 31, 2017,2018, except as of November 2017September 2018 for FedEx,Exelon and Southern Co., October 20172018 for Deere & Co and Medtronic, and September 2017 for Altria, Exelon, Southern Co. and UPS.November 2018 for FedEx. Market Capitalization is a 12-month average as of December 31, 2017.

2018.

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Executive Compensation Philosophy and the Compensation-Setting Process


Compensation Best Practices


We endeavor to maintain strong governance standards in our policies and practices related to executive compensation. Below is a summary of key executive compensation and governance practices in place during 2017.

2019.
What We Do
What We Don’t Do
Emphasize Performance-Based Variable Compensation
No Repricing or Back-Dating of Options Allowed
Utilize a Compensation Recoupment Policy
No Individual Supplemental Executive Retirement Plans
Tie Compensation to Short-and-Long-Term Performance
No Tax Gross-Up Payments Allowed for NEOs, including Change-in-Control
Allow Only Minimal Perquisites
No Employment Agreements with any of our Executive Officers, including NEOs
Utilize Double Trigger Change-in-Control Plan
NEOs are Prohibited from Pledging and Hedging Company Stock
Target Base Salaries Below the Median of our Peer Group
Enforce Stringent Executive Stock Ownership Guidelines
Conduct Annual Compensation Risk Assessment
Require Trading Plans for Executive Officers (as set forth on page 77) and Directors
Effective January 1, 2020, the Company adopted its Policy for Recoupment of Incentive Compensation. This policy allows the Board’s Compensation and Benefits Committee to require Company executives to repay to the Company certain incentive compensation (or if such incentive compensation has not been paid or settled, the Company may cancel such incentive compensation) if the Committee determines either (a) that a financial restatement is required due to the Company’s material non-compliance with financial reporting requirements or if there was a material error in incentive compensation calculations, or (b) if the executive engaged in certain types of detrimental conduct, as more particularly described in the policy. This policy is meant to be consistent with, but also is more expansive than, the proposed “clawback” rules under the Dodd-Frank Wall Street and Consumer Protection Act. While such rules have not yet been finalized, the Company nevertheless implemented this recoupment policy because we believe it is consistent with good corporate governance principles.

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Elements of Our

Executive Compensation Program

The following table provides information regardingPhilosophy and the Compensation-Setting Process

Named Executive Officers
This Compensation Discussion and Analysis describes the material elements of the Company’sour executive compensation program, and the corresponding pay decisions for 2017:



our 2019 Named Executive Officers (NEOs), who are listed below. The amounts in each NEO’s pie chart below reflect the values in the Summary of 2017 Compensation DecisionsTable on page 58.
Lance M. Fritz
Chairman, President and Chief Executive Officer


Age: 56
Tenure: 20 years
Compensation Decisions for 2019
• Increased base salary
   by 2.2%

• LTI target unchanged

• Annual incentive
   target unchanged

• Increased Total
   Target Direct
   Compensation by
   0.2%



In February 2017, upon review of competitive market data, including our Peer Group, the Committee approved salary increases forDuring 2019, Mr. Fritz marked almost five years as our Chief Executive Officer. The Compensation and Benefits Committee increased Mr. Scott, Ms. FergusonFritz’s salary for 2019 to $1,175,000, a 2.2% increase, and Ms. Whited to position them more competitively in their respective positions.
Bonuses earnedmaintained Mr. Fritz’s 2019 Annual Incentive Plan bonus target of $2,200,000. Mr. Fritz received an annual incentive bonus for 2019 of $902,000 at 41% of target based on the 2017 performance year for all NEOs were positively impacted byformulaic bonus program under the Company’s execution of its overall strategy and improved financial performance on a year-over-year basis.2019 Annual Incentive Plan. The Committee significantly increased bonuses for Ms. Ferguson and Ms. Whitedmade no change to account for their full-year performance in their respective positions.
TheMr. Fritz’s long-term incentive target grant value of approximately $9,750,000 consisting of 60% performance stock units and 40% stock options granted on February 7, 2019. Mr. Fritz’s 2017 grant of performance stock units paid out at 200% of target.
Robert M. Knight, Jr.
Executive Vice President and Chief Financial Officer (Retired)


Age: 62
Tenure: 40 years
Compensation Decisions for 2019
• Increased base salary    by 2.5%

• LTI target unchanged

• Annual incentive
   target unchanged

• Increased Total Target
   Direct Compensation
   by 0.3%

Mr. Knight retired as our Executive Vice President and Chief Financial Officer on December 31, 2019, after nearly 40 years of service. The Compensation and Benefits Committee increased Mr. Knight’s salary for 2019 to $619,000, a 2.5% increase, and maintained Mr. Knight’s 2019 Annual Incentive Plan bonus target of $1,275,000. Mr. Knight received an annual incentive bonus for 2019 of $523,000 at 41% of target based on the formulaic bonus program under the Company’s 2019 Annual Incentive Plan. The Committee made no change to Mr. Knight’s long-term incentive awards for our NEOs generally increased between 3% to 7%, reflecting the Company’s overall improved financial performance.target grant value of approximately $3,400,000 consisting of 60% performance stock units and 40% stock options granted on February 7, 2019. Mr. Fritz and Ms. Whited were given larger long-term incentive award increases to better align their compensation to fully reflect their levelKnight’s 2017 grant of duties and responsibilities and to position them more competitively in their respective positions.performance stock units paid out at 200% of target.

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Elements

Named Executive Officers

Vincenzo J. Vena
Chief Operating Officer


Age: 61
Tenure: 1 year
Compensation Decisions for 2019
• Hired January 14,
   2019

• $600,000 salary

• $750,000 annual
   incentive target

• $4,000,000 equity
   award comprised of
   60% performance
   stock units prorated
   annually based on
   Operating Income and
   Operating Ratio and
   40% stock options,
   with two-year vest

To help lead implementation of Ourour Unified Plan 2020, Mr. Vena became Chief Operating Officer effective January 14, 2019. Mr. Vena previously served as Executive Compensation Program

Vice President and Chief Operating Officer of Canadian National Railway Company, where he was responsible for implementing its highly successful Precision Scheduled Railroad operating model. At time of hire, his annual base salary was $600,000 with an annual target bonus opportunity of $750,000, payout of which is dependent on the Company’s formulaic bonus program under the Company’s 2019 Annual Incentive Plan.
2017 long-term incentive awards consistedMr. Vena also received a $4,000,000 equity grant award consisting of 50% (up from 40%)60% performance stock units and 40% stock options, each with a two year vesting period, prorated and payable annually based on the Company’s operating income and operating ratio. As previously disclosed, Mr. Vena’s initial performance stock unit award was subject to review for potential adjustment after the end of the year based on performance.
At its February 2020 meeting, the Compensation and Benefits Committee reviewed the critical role and accomplishments of Mr. Vena in the implementation of Unified Plan 2020. Based on Mr. Vena’s performance in leading the Company’s achievement of an historic operating ratio of 60.6%, the Committee recommended, and the Board approved, vesting of the first tranche of his 2019 performance stock unit award at 100%. In addition, the Compensation and Benefits Committee recommended, and the Board approved, payment to Mr. Vena of an annual incentive bonus for 2019 of $1,125,000 at 150% of target. The Committee will review the second tranche of Mr. Vena’s performance stock unit award for potential adjustment at the end of 2020.
Likewise, in recognition of the role and accomplishments of Mr. Vena in the implementation of Unified Plan 2020, the Compensation and Benefits Committee in March 2020 recommended, and the Board approved, a $4,000,000 equity grant award subject to vesting over two years. The new grant consisted of 40% stock options and 10% (down from 20%) retention stock units.
Performance60% performance stock units, with a two year vesting period, and the number of performance stock units payable based on the Company’s 2020 operating ratio.
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Named Executive Officers

Rhonda S. Ferguson
Executive Vice President, Chief Legal Officer and Corporate Secretary


Age: 50
Tenure: 4 years
Compensation Decisions for 2019
• Increased base salary    by 5.0%

• LTI target unchanged

• Annual incentive
   target unchanged

• Increased Total Target
   Direct Compensation
   by 0.8%

Ms. Ferguson has been our Executive Vice President, Chief Legal Officer and Corporate Secretary for almost 4 years. The Compensation and Benefits Committee increased Ms. Ferguson’s salary for 2019 to $485,000, a 5.0% increase, and maintained Ms. Ferguson’s 2019 Annual Incentive Plan bonus target of $750,000. Ms. Ferguson received an annual incentive bonus for 2019 of $308,000 at 41% of target based on the three-yearformulaic bonus program under the Company’s 2019 Annual Incentive Plan. The Committee made no change to Ms. Ferguson’s long-term incentive target grant value of approximately $1,500,000 consisting of 60% performance period ending instock units and 40% stock options granted on February 7, 2019. Ms. Ferguson’s 2017 vestedgrant of performance stock units paid out at 60%200% of target.
Elizabeth F. Whited
Executive Vice President and Chief Human Resources Officer


Age: 54
Tenure: 32 years
Compensation Decisions for 2019
• Increased base salary    by 2.0%

• LTI target unchanged

• Annual incentive
   target unchanged

• Increased Total Target
   Direct Compensation
   by 0.3%

Ms. Whited has been our Executive Vice President and Chief Human Resources Officer for almost 2 years after previously serving as the Company’s Executive Vice President and Chief Marketing Officer. The Compensation and Benefits Committee increased Ms. Whited’s salary for 2019 to $464,000, a 2.0% increase, and maintained Ms. Whited’s 2019 Annual Incentive Plan bonus target of $750,000. Ms. Whited received an annual incentive bonus for 2019 of $308,000 at 41% of target based on the formulaic bonus program under the Company’s 2019 Annual Incentive Plan. The Committee reviews Total Direct Compensation for each of the NEOs on an annual basis priormade no change to the first Board meeting of the year. Total Direct Compensation consists of (i) cash compensation (Total Cash Compensation) comprised of base salary and annual cash bonus, if any is paid, and (ii) stock-based compensation under ourMs. Whited’s long-term incentive compensation programs. Each component is described more fully below. The Committee also periodically reviews other elementstarget value of compensation, including deferred compensation, perquisites, benefits, including retirement plans,approximately $1,500,000 consisting of 60% performance stock units and change-in-control severance payments.

The following table summarizes the40% stock options granted on February 7, 2019. Ms. Whited’s 2017 Total Direct Compensation the Committee approved for each NEO. This table is supplementary and is not intended to replace the Summary Compensation Table.

grant of performance stock units paid out at 200% of target.
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TABLE OF CONTENTS2017 Total Direct Compensation Versus Peer Group

Name
Total 2017
Cash Comp
Grant Date Value
of Target 2017 LTI Award
Total 2017
Direct Comp (1)
vs. Peer Group
Lance M. Fritz
$
3,200,000
 
$
8,000,000
 
$
11,200,000
 
Below 25P
Robert M. Knight, Jr.
 
2,089,000
 
 
3,100,000
 
 
5,189,000
 
Above 75P
Cameron A. Scott
 
1,381,000
 
 
1,600,000
 
 
2,981,000
 
25P - 50P
Rhonda S. Ferguson
 
1,265,000
 
 
1,000,000
 
 
2,265,000
 
25P - 50P
Elizabeth F. Whited
 
1,175,000
 
 
750,000
 
 
1,925,000
 
25P - 50P
Eric L. Butler
 
1,415,000
 
 
1,600,000
 
 
3,015,000
 
25P - 50P
(1)The compensation elements included in the table above reflect the components of annual compensation considered and evaluated by the Committee in its decision-making process. The table excludes compensation amounts based on changes in pension value and nonqualified deferred compensation earnings as reported in the Summary Compensation Table on page 65. The Committee considers these pension and deferral compensation programs in the context of its assessment of the overall design of the Company’s compensation program and not as an element of annual compensation decisions. Likewise, in its annual compensation decisions the Committee does not consider the items included as “All Other Compensation” in the Summary Compensation Table, and these items are, therefore, also excluded from the table above.


Fiscal Year 2017 Actual2019 Total Compensation Mix


A significant portion

The majority of the compensation awarded to our CEO and other NEOs, is performance-based, variable performance-based compensation and “at-risk.” This is illustrated in the charts below that show the pay mix for Mr. Fritz, our CEO, and for our other NEOs as a group based on the target total direct compensation received by these executives in fiscal 2017 as shown in the Summary Compensation Table.

2019.


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Elements of Our Executive Compensation Program

Named Executive Officer Accomplishments During 2017

In setting the annual bonus for Mr. Fritz, the Committee, along with all the other non-management, independent directors, considered the Company’s execution of its overall strategy in 2017 and the corresponding business objectives in safety, operational and financial performance, including record adjusted earnings per share of $5.79 (See Item 7 of Union Pacific’s Annual Report on Form 10-K for the year ended December 31, 2017, for reconciliations to U.S. GAAP). During his third year as CEO, Mr. Fritz led the Company’s efforts on resource alignment, productivity and efficiency, while leveraging the strengths of the Company’s rail franchise in the face of significant operational challenges from significant flooding in the western portion of our network, to the unprecedented rain and flooding that accompanied Hurricane Harvey in our Southern Region (please also refer to the Company’s 2017 Financial and Operating Performance section beginning on page 46). Despite these challenges, the Company remained focused on executing its strategy and delivered solid financial results. In 2017, senior management leadership continued the implementation and execution of our “G55 and Zero” initiative driving significant resource productivity, from successfully aligning our resources to meet increases in demand, to being more efficient across the entire organization.

In setting annual bonuses for the other NEOs, the Committee first considered the overall operational and financial performance of the Company in 2017. The Committee considered the CEO’s recommendations for compensation of each of the other NEOs, as well as the responsibilities of each NEO, and their tenure and award levels relative to similarly situated executives in the Peer Group. The Committee also considered the following accomplishments of each of the other NEOs:

Mr. Knight led ongoing strategic initiatives to improve the Company’s financial performance and returns for shareholders. Excluding one-time benefits from tax reform, earnings per share increased 14% in 2017 to an all-time record $5.79. Return on Invested Capital improved a full percentage point from 12.7% in 2016 to 13.7% in 2017, also excluding the benefits from tax reform. Financial results in 2017 reflect a 2% increase in volume, pricing gains, and solid productivity performance. The Company also achieved a record adjusted operating ratio of 63.0%, down 0.5 percentage points from the prior year. Under Mr. Knight’s leadership, the Company’s strategic productivity initiative “G55 and Zero” drove $345 million in cost savings, with a plan for additional financial benefits in future years as the Company continues its focus on this initiative. The Company continued to maintain the strong credit profile needed to retain a solid A/A3 credit rating, while optimizing its balance sheet to increase cash returned to shareholders. Debt to EBITDA was 1.9X in 2017, flat with the prior year. The Company’s average debt maturity was extended by one year to approximately 17 years, while our effective interest rate declined to 4.6% from 4.7% in 2016. Total cash returned to shareholders in the form of dividends and share repurchases was $6 billion in 2017, compared to $5 billion in 2016. Returns to shareholders include a 10% increase in the quarterly dividend effective in the Fourth Quarter of 2017, resulting in a payout ratio of 42.8%. In addition, the Company repurchased 36.4 million shares, which was 4% of total shares outstanding, at a total cost of $4.0 billion and an average price of $110.40 per share. In 2017, the Company’s total shareholder return was 32%, versus 22% for the S&P 500.

Mr. Scott led the Operating team’s progress toward the ultimate safety objective of achieving an incident free workplace. During 2017, the Company continued to focus its strategy and efforts to reduce risk and eliminate safety-related incidents for employees, customers and the public. The reportable personal injury rate per 200,000 employee hours was 0.79, which for the third year in a row the Company was the best Class 1 railroad in North America. The reportable derailment rate per million train miles reflects 3% improvement to 2.94. Mr. Scott led efforts to enhance the Company's safety strategy and continued to foster a robust safety culture reflected in the peer-to-peer, behavior-based Total Safety Culture, as well as the Courage to Care commitment and the G55 and Zero productivity initiative. Mr. Scott led efficiency and productivity gains by rapidly adjusting resources to match business levels. Efficient capital spending minimized the miles of track with speed restrictions due to track condition and resulted in the continued development of a robust track infrastructure. These resource adjustments and productivity initiatives helped the Company achieved a best ever operating ratio in 2017. Throughout the year, Mr. Scott participated in a comprehensive leadership development and engagement plan with senior management and the Board to support the Company’s leadership development plan.

Ms. Ferguson led the Law Department’s continuing efforts to meet the challenges posed by increasingly complex litigation, regulatory matters and the changing political landscape. Ms. Ferguson and the Law team


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successfully resolved significant litigation matters. In support of the Company’s G55 and Zero productivity initiative, the Law Department continued to pursue targeted initiatives to reduce litigation and associated costs along with driving efficiencies and prevention efforts in areas such as safety, regulatory, risk management, environmental and ethics. Ms. Ferguson and the Law team provided legal counsel and leadership on corporate, commercial and real estate transactions critical to the success of the Company’s business and strategic plans. Ms. Ferguson and the Law Department also leveraged record safety results with a comprehensive risk management litigation strategy to reduce personal injury costs. Under Ms. Ferguson's leadership, the Law team also continued to lead compliance and risk-reduction initiatives across a wide range of Company activities, protecting Company and shareholder interests.

Ms. Whited led the Marketing and Sales team to implement commercial strategies that enhanced the customer experience and successfully leveraged the value proposition to retain and grow business. These efforts resulted in profitable revenue growth of 6%. Under Ms. Whited's leadership, her team achieved core price growth of $260 million in 2017, and generated over $1.9 billion in business development revenue by winning new and growing existing business. In collaboration with multiple departments, Ms. Whited and her team led resource productivity improvements across the network, which included implementing Mobile Work Order, a new real-time reporting tool for train crews. Her team leveraged this technology to provide improved visibility to rail customers. In addition, as part of the G55 and Zero productivity initiative, Ms. Whited redesigned her Marketing and Sales organization by consolidating six major business units into four: Agricultural Products, Energy, Industrial, and Premium, as well as consolidating four logistics subsidiaries into one, Loup Logistics Company to better serve our customers. She led the Company in creating customer value by expanding services, launching new services, and expanding commercial facilities, resulting in 234 industrial development projects. Ms. Whited and her team leveraged our logistics subsidiaries and interline business to drive growth, extend reach, and improve supply chain logistics. Customers recognized these efforts by awarding the Company with strong customer satisfaction scores and multiple customer awards.

Mr. Butler served two roles for the Company, as Corporate Secretary and as Executive Vice President and Chief Administrative Officer overseeing the Company’s Strategic Planning, Labor Relations, Human Resources and Executive Services teams. As Corporate Secretary, Mr. Butler led activities designed to maintain the highest standards of corporate governance. In particular, Mr. Butler managed the relationship between the Company and the Board and ensured that Board materials and meeting agendas appropriately considered issues identified as priorities by the Board and the Company’s senior leadership, including strategic planning and risk management. Under his leadership as Executive Vice President and Chief Administrative Officer, Mr. Butler led the continued development of a robust strategic planning process. Mr. Butler strengthened the Company’s strategic planning process by focusing on key strategic topics, including supply chain evolution, market penetration, the competitive landscape and technology driven operations and advancements. In his oversight of the Labor Relations team, Mr. Butler supported the Company’s efforts in the successful national negotiations that reached tentative agreements and avoided interruption to service. In his oversight of the Company’s Human Resources team, Mr. Butler facilitated the discussion to change the annual executive cash bonus program from a discretionary annual bonus evaluation to a majority formula-based incentive cash program to best pay for performance, attract and retain talent and align with shareholder interests. Under Mr. Butler’s guidance, the employee value proposition was enriched and the Company continued to attract, develop and engage employees as well as enhance employee development and leadership. Mr. Butler also worked to preserve and enhance the Company’s Heritage assets to ensure value creation now and in the future.

Base Salary

The CEO reviews base salaries and prior year performance and accomplishments for the other NEOs and recommends a base salary for the coming year for each. The Committee considers and evaluates these base salary recommendations. Among many considerations, the Committee primarily considers:reviews: (i) the executive’s position and responsibility in the organization, (ii) the executive’s experience and expertise, (iii) Company performance, (iv) individual accomplishments and job performance during the year, (v) Peer Group pay data, (vi) internal benchmarking relative to the Company’s pay structure, and (vii) current salary. In making salary

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recommendations to the Board of Directors, the Committee exercises subjective judgment in evaluating allmany factors andbut applies no specific weights to the above factors.any factor. The Committee, alone, with input from its compensation consultant, and the Board’s review of CEO performance, assesses and determines the base salary of the CEO for subsequent Board approval.

In February 20172019 and 2018,2020, the Committee reviewed each of our NEO’s base salary. Upon review of competitive market data, including our Peer Group, the Committee approved the salary increases shown below.

Name
2016 Salary
Increase
for 2017
2017 Salary
vs. Peer Group
Increase
for 2018
2018 Salary
Lance M. Fritz
$
1,000,000
 
 
10
%
$
1,100,000
 
Below 25P
 
4.5
%
$
1,150,000
 
Robert M. Knight, Jr.
 
575,000
 
 
2
%
 
589,000
 
Below 25P
 
3
%
 
604,000
 
Cameron A. Scott
 
464,000
 
 
7
%
 
496,000
 
Below 25P
 
5
%
 
521,000
 
Rhonda S. Ferguson
 
400,000
 
 
10
%
 
440,000
 
Below 25P
 
5
%
 
462,000
 
Elizabeth F. Whited
 
379,000
 
 
6
%
 
400,000
 
Below 25P
 
10
%
 
440,000
 
Eric L. Butler (1)
 
485,000
 
 
2
%
 
497,000
 
Below 25P
 
0
%
 
497,000
 
NAME
2018 SALARY
INCREASE
FOR 2019
2019 SALARY
VS. PEER GROUP
INCREASE
FOR 2020
2020 SALARY
Lance M. Fritz
$1,150,000
2.2%
$1,175,000
25P-50P
2.1%
$1,200,000
Vincenzo J. Vena
(1)
600,000
Below 25P
3.3%
620,000
Robert M. Knight, Jr.
604,000
2.5%
619,000
25P-50P
0.0%
(2)
Rhonda S. Ferguson
462,000
5.0%
485,000
Below 25P
3.1%
500,000
Elizabeth F. Whited
455,000
2.0%
464,000
Below 25P
3.0%
478,000
(1)
Mr. ButlerVena was elected on January 14, 2019.
(2)
Mr. Knight retired on February 28, 2018.December 31, 2019.

2019 Annual Cash Bonus

In 2017, annual cash bonuses linked a significant portion of the executive’s Total Cash Compensation to specific annual Company results and also to individual contributions to Company performance. Although we communicated specific strategy and corresponding business objectives to the Company as a whole based on the annual strategic operating plan developed by management and presented to the Board, these business objectives did not exclusively determine executive bonuses. Instead, the Committee used these business objectives to determine an overall funding level without using formulas or assigning specific weight to any one objective. The Committee established 2017’s funding level by considering competitive compensation and the Company’s success in executing its overall strategies and achieving its business objectives, as well as other qualitative factors. The Committee determined individual bonus awards for each NEO on a subjective basis, taking into account Company and individual performance. The Committee implemented this in a manner designed to reinforce the Company’s pay-for-performance philosophy, as annual bonuses were based upon (i) the Company’s performance and (ii) the individual executive’s performance during the period. Over the years, this subjective process has resulted in the annual cash bonus ranging from zero for all NEOs to an amount that significantly exceeds the executive’s base salary.

In February 2018, the Committee adopted a formula-based incentive cash program to begin in 2018, to replace the prior years’ annual cash bonus arrangement. Under the new annual incentive plan, eightyIncentive Plan

Eighty percent (80%) of the target annual incentive cash bonuses paid to executives, including the NEOs, will beare based on the attainment of pre-established objective Company financial performance goals, and the remainder (20%) will be paidis based on the Company’s performance against business objectives and individual executive performance in key areas such as safety, customer service, resource productivity, maximized franchise, innovation and employee engagement and culture.engagement. The financial performance goals arewere based on operating income (40%) and operating ratio (40%), which are key performance measures in the rail industry.

The following graph sets forthIf the amount of averageminimum performance thresholds for both operating income and operating ratio are not achieved, then no annual incentive cash bonus reported foris paid to executives. For performance that exceeds target levels, the NEOs for the applicable performance year versus the Company’s EPS as reported in accordance with GAAP.

annual incentive plan payout is capped at 200% of target.

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(1)Diluted EPS is net income divided by our weighted average common stock outstanding, assuming dilution. Years 2009-2014 have been adjusted for the Company’s June 6, 2014, two-for-one stock split.
(2)Represents the average annual cash bonus reported for the NEOs for the applicable Performance Year.
(3)For Performance Years 2012, 2013 and 2014, the Company had a separate chairman and CEO, who each received bonuses, as depicted by lighter portion of bar graph. The lighter shaded area represents the difference of how the bonus received by the Chairman contributed to the average.

In 2017, whenWhen determining individual annual bonuses,incentive bonus targets for each of the NEOs, the Committee consideredgenerally targeted the individual performance50th percentile of each NEO as well as competitive compensation of the Company’s Peer Group. Depending primarily on the position of the NEO, Company-level performance and individual performance, this process generally results in between half and three-quarters of an executive’s potential cash compensation being at-risk. At the end of the year, the CEO reviews corporate, strategic, operational and individual accomplishments and job performance for the other NEOs (which, for 2017 are as described above under the Named Executive Officer Accomplishments section), and provides the Committee an annual cash bonus recommendation for each NEO other than himself. For 2017, the Committee considered these recommendations as part of its subjective assessment of each NEO, and may make adjustments, in its discretion, applying no specific weight to any one factor. The Committee, with input from its consultant and the review of the evaluations of the CEO by the independent, non-management members of the Board, alone assesses and determines the bonus for the CEO. The annual bonuses for all NEOs are then recommended to the Board for approval.

Target Total Cash Compensation. In light of Mr. Knight’s contributions and performance, and long tenure with the Company,Committee recommended his Total Cash Compensation has placed himannual incentive bonus target be set above the 75th percentile of our Peer Group. These individual annual incentive bonus targets for each of the NEOs were approved by the Committee and then recommended to the Board and approved.

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2019 Target Total Cash Compensation Versus Peer Group

Name
2017 Salary
2017 Bonus
Total 2017
Cash Comp
vs. Peer Group
Lance M. Fritz
$
1,100,000
 
$
2,100,000
 
$
3,200,000
 
25P - 50P
Robert M. Knight, Jr.
 
589,000
 
 
1,500,000
 
 
2,089,000
 
Above 75P
Cameron A. Scott
 
496,000
 
 
885,000
 
 
1,381,000
 
25P - 50P
Rhonda S. Ferguson
 
440,000
 
 
825,000
 
 
1,265,000
 
50P - 75P
Elizabeth F. Whited
 
400,000
 
 
775,000
 
 
1,175,000
 
50P - 75P
Eric L. Butler (1)
 
497,000
 
 
918,000
 
 
1,415,000
 
25P - 50P
NAME
2019 SALARY
2019 TARGET BONUS
TOTAL 2019
TARGET TOTAL CASH COMP
VS. PEER GROUP
Lance M. Fritz
$1,175,000
  $2,200,000
 $3,375,000
50P - 75P
Vincenzo J. Vena(1)
600,000
 750,000
1,350,000
25P - 50P
Robert M. Knight, Jr.(2)
619,000
1,275,000
1,894,000
Above 75P
Rhonda S. Ferguson
485,000
 750,000
1,235,000
25P - 50P
Elizabeth F. Whited
464,000
 750,000
1,214,000
25P - 50P
(1)
Mr. ButlerVena was elected on January 14, 2019.
(2)
Mr. Knight retired on February 28, 2018.December 31, 2019.
Formulaic Component
Annual incentive compensation supports the Compensation Committee’s pay-for-performance philosophy and further aligns individual goals with Company goals as set forth in the Company’s annual operating plan. For 2019, the Committee selected Operating Income and Operating Ratio as the key financial metrics to focus on both absolute and relative operating performance. The tables below display the respective weightings of the relevant performance measures and the aggregate actual performance for the annual cash bonus reported for the NEOs for 2019.
2018 PERFORMANCE
OPERATING INCOME
40%
OPERATING RATIO
40%
NON-FORMULAIC
20%
Maximum – 200% Payout
 $10,792
59.0%
200%
Target – 100% Payout
 9,384
60.5%
100%
Threshold – 50% Payout
8,915
61.0%
50%
2019 Actual*
8,738**
60.6%**
25%
Performance Achieved – Weighted Average Payout = 41%
0%
90%
25%
*
The 2019 annual incentive plan design includes an adjustment to operating ratio for the reported fuel expense and fuel revenue from the actual price to the price assumed in the Board approved financial plan.
**
Special transactions or events, such as weather or accounting special charges, that impact operating income by $50 million or more in any year are subject to the Compensation and Benefit’s Committee’s approval for inclusion or exclusion in the adjusted Operating Ratio and Operating Income calculations. In 2019, the Committee made an adjustment to the 2019 Annual Incentive Plan to exclude the effect of the extraordinary weather events. The Committee believes that the adjustment appropriately recognizes the significant productivity and operational improvements management achieved during 2019 through the implementation of Unified Plan 2020. The actual results as reported in the 2019 Annual Report on Form 10-K for the year ended December 31, 2019, for operating income was $8.6 billion, and for operating ratio was 60.6%.
 
 
ACTUAL
 
 
NAME
2019 TARGET BONUS
OPERATING
INCOME
40%
OPERATING
RATIO
40%
NON-FORMULAIC
20%
2019 TOTAL ANNUAL
INCENTIVE BONUS
2019 OVERALL PAYOUT
(AS A % OF TARGET)
Lance M. Fritz
  $2,200,000
 $0
792,000
 110,000
  $902,000
41%
Vincenzo J. Vena
 750,000
1,125,000
150%*
Robert M. Knight, Jr.
1,275,000
0
459,000
  64,000
 523,000
41%
Rhonda S. Ferguson
 750,000
0
270,000
  38,000
  308,000
41%
Elizabeth F. Whited
 750,000
0
270,000
  38,000
  308,000
41%
*
The Compensation and Benefits Committee reviewed the critical role and accomplishments of Mr. Vena in the implementation of Unified Plan 2020. Based on Mr. Vena’s performance in leading the Company’s achievement of an historic operating ratio of 60.6%, the Committee recommended, and the Board approved, payment to Mr. Vena of an annual incentive bonus for 2019 of $1,125,000 at 150% of target.

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Non-Formulaic Component
In 2018, we revised our Company strategy and focused on its rollout and implementation in 2019. The six value tracks used in our previous strategy live on in our strategy wheel, providing employees a clearer picture of the Company’s strategic intent. The individual strategic elements work together to turn the wheel, driving Union Pacific forward:
Safest and Most Reliable Freight Rail Products and Services. Everything we do must be done safely, or we don’t do it – that’s our promise to each other. We also must be reliable, so customers trust we’ll deliver on our promises. Unified Plan 2020, our new operating plan, accomplishes this by creating an achievable transportation plan customers can count on.
Highly Efficient Operations. Driving down cost and removing waste helps us to be more competitive, enabling us to enter new markets. The faster we turn our assets – whether it’s a locomotive or a freight car – the more we can do with our investment.
Industry-Leading Customer Experience. Continuously improving the customer journey provides higher levels of service and better transparency into customers’ transportation supply chains, helping them win in their markets.
Secure Appropriate Business. Selling products that fit our business model versus developing boutique services builds a consistent, balanced network. We will continue finding solutions customers value, but they also must optimize our network.
Best-in-Industry Cash Returns. Each employee plays a role, from getting price on a contract to finding efficiencies in everyday work. This gives shareholders confidence in our ability to create financial returns, allowing us to invest in and grow our business.
Optimal Investment. Every dollar spent must drive safe, reliable and efficient results. We invest in areas customers are willing to pay for, whether it’s improving car cycle time, updating track infrastructure on vital corridors or developing digital tools that help them plan their business.
Proud and Engaged Workforce. The wheel turns when our employees work toward the same goals. It takes the best employees in the industry to become the best freight railroad in North America – we have that, and there is nothing stopping us from achieving our vision.
As we transform our railroad into the safest, most reliable and most efficient in North America, our values will continue guiding us: Our passion for performance will help us win; our high ethical standards will ensure we don’t win at the expense of any one stakeholder; and teamwork will make sure we win together.

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Based on the Committee’s evaluation of the Company’s achievement of its business objectives and individual executive performance in the key areas identified in our strategy wheel above, the Committee exercised its discretion to award this component at 25% of target for the Named Executive Officers, excluding Mr. Vena. Among other factors, the Committee also considered the Company’s financial performance as compared to the Company’s peer group measured by growth in total revenue, operating income, diluted earnings per share from continuing operations (EPS) and ROIC. In addition, the Committee compared the Company’s total shareholder return with those of the Peer Group.
Long-Term Equity Incentive Compensation

The components of long-term incentive compensation are:


Performance Stock Units

Performance stock units are payable based on the attainment and certification of average annual ROIC for a three-year period and a relative operating Income Growth Modifier (+/- 25% of the award earned based on the ROIC achieved) compared to the S&P 500 Industrials Index.

Stock Options

Stock option awards become fully exercisable only if the executive remains an employee through a three-year vesting period. One-third of each stock option grant vests each year over the three-year vesting period.
performance stock units, which are earned based on ROIC over a three-year period, subject to an Operating Income Growth modifier, and vest at the end of the three-year performance period;
retention stock units, which vest in full after a four-year period; and
stock options, with an exercise price based on the closing price of our stock on the date of grant and that vest one-third each year over a three-year period.

The Committee generally seeks to award long-term incentives with grant date fair values that range between 50% and 70%75% of each NEO’s Target Total Direct Compensation making it the largest element of their Total Direct Compensation. In setting the size of long-term incentive awards, the Committee considers the individual performance of the NEO as well as the Target Total Direct Compensation opportunities of similarly situated executives of the Company’s Peer Group. The CEO recommends to the Committee an aggregate value of long-term incentive awards for each of the NEOs (other than himself, a determination reserved for the Committee, taking into account advice from its compensation consultant and the Board’s evaluation of the CEO). The Committee considers these recommendations and determines the final amounts awarded to each NEO. The Committee may vary the mix of each component of equity compensation to some degree depending on Company and individual performance and retention risk regarding an executive.

The long-term incentive awards granted by the Committee in February 20172019 reflected the Committee’s desire to provide long-term incentive compensation to ensure the continued efforts of the NEOs to meet the long-term goals and strategic plans of the Company and to align this element of their compensation with the long-term interests of the Company’s shareholders. The majority of our long-term incentive compensation is performance-based. The annual long-term incentive program grants for the NEOs in 20172019 included the following targeted mix of equity compensation based on grant date fair value: 50%60% performance stock units, 10% retention stock units and 40% stock options. The long-term incentive awards for the NEOs and a description of the terms of these awards are set forth on pages 6760 and 6861 in the Grants of Plan-Based Awards in Fiscal Year 20172019 Table and accompanying narrative discussion.

Performance Stock Units

In February 2017,2019, the Committee awarded the NEOs, other than Mr. Vena, performance stock units (PSUs) that are payable based on the attainment and certification of average annual ROIC, as adjusted, for a three-year period (Performance Period) and a relative Operating Income Growth (OIG) modifier (+/-25% of the award earned based on the ROIC achieved) compared to the S&P 500 Industrials Index.Index, which can increase or decrease payment by up to 25% of the stock units earned under the ROIC performance criteria. Payout of the 2019 performance stock units will continue to be capped at 200% of the target number of stock units. The threshold, target and maximum number of performance stock units that may be earned by each NEO is set forth on page 60 in the Grants of Plan-Based Awards in Fiscal Year 2019 Table.
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We define ROIC as net operating profit after taxes, divided by average invested capital. The Committee may adjust ROIC to reflect the effect of special or strategic transactions or events, such as excluding the impact of significant gains on sales of real estate, tax adjustments, accounting charges, or reclassifications. The Committee selected ROIC because it is one of our key measurements that indicateindicates success in making long-term capital investment decisions that improve financial and operational performance and increase shareholder value. In addition, the Board emphasizes ROIC as a key focus area for the Company.

The ROIC performance criteria isare set with rigorous analysis of current and projected business levels and changes in the economic environment that may impact the Company'sCompany’s ability to achieve levels of return reported in previous periods. Structural changes in the coal and crude oil markets and consolidation in the international steamship industry resulted in significant volume declines in 2015 and 2016. The Committee approved lower ROIC targets reflecting their review of these market conditions along with other competitive factors. The Company and the Committee will continue to analyze performance criteria that will emphasize rigorous targets to support improving financial and operating performance and increase shareholder value. The table below identifies the ROIC performance criteria for the outstanding performance stock unit grants:

Performance Period
ROIC
Threshold
ROIC
Target
ROIC
Maximum
2015 − 2017
13.0%
15.5%
16.3%
2016 − 2018
11.0%
13.0%
14.0%
2017 − 2019
11.0%
12.5%
14.0%
PERFORMANCE PERIOD
ROIC
THRESHOLD
ROIC
TARGET
ROIC
MAXIMUM
2017 – 2019
11.0%
12.5%
14.0%
2018 – 2020
13.8%
14.8%
15.8%
2019 – 2021
15.1%
16.8%
18.1%

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The performance stock units granted in 2017, 2018 and 2019 generally vest three years from the date of grant subject to the achievement of the ROIC performance criteria. Performance stock units that are earned during any year

Upon completion of the Performance Period will be paid out in shares of our common stock at the end of the Performance Period and are not subject to any further performance criteria. At the end of year one of the Performance Period, the executive may earn up to one-third of the target number of performance stock units granted to him or her based on the first year of ROIC performance achieved. At the end of year two, the executive may earn additional performance stock units up to a total of two-thirds of the target number of performance stock units granted to such executive based on the average of the first two years of ROIC performance achieved.

During year three of the Performance Period, the executive may earn up to two times the target number of performance stock units (less any units earned in years one and two) granted to that executive based on the average annual ROIC performance achieved over all three years of the program. In addition, to ROIC, the actual number of stock units earned inat the third yearend of the Performance Period will be adjusted up or down by a percentage not to exceed 25% (subject to a maximum of two times the target number of stock units granted) based on the Company’s Operating Income Growth (OIG) over the Performance Period as compared to the OIG of the companies in S&P 500 Industrials Index.

If the Company does not meet the threshold ROIC level in any year,for the three-year performance period, executives will not earn any performance stock units in that year. The Company will pay dividend equivalents between the time performance stock units are earned and the payment date.units. The Company does not pay dividend equivalents on unearned performance stock units. The threshold,
With respect to performance stock units granted in 2017, executives could earn up to one-third of the target and maximum number of performance stock units that may begranted to him or her based on each of the first two years of ROIC performance achieved, and dividend equivalents were paid on the earned by each NEO is set forth on page 67 in the Grants of Plan-Based Awards in Fiscal Year 2017 table.

Since the inception of our long-term performance stock unit awardsunits. As described above, this annual vesting feature and the associated dividend equivalents were removed for the performance stock units granted in 2006, the2018 and 2019.

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The Committee has certified the ROIC results as shown in the graph below.

below for performance years 2010-2019.


*
See item 7 of Union Pacific’s Annual Report on Form 10-K for the year ended December 31, 2017,2019, for reconciliations to U.S. GAAP. For 2017, the Committee'sCommittee’s ROIC certification included adjustments for the impact of the Company’s workforce reduction program. For 2017-2019, the Committee’s ROIC certification included adjustments for the benefits of the Tax Act and the impact of the workforce reduction program. The resulting adjustments did not affect the payout associated with the Company’s performance stock units.Act.
In February 2020, the PSUs granted for the 2017-19 performance period were settled at an overall payout of 200% of target, based on performance over the three-year performance period against pre-established goals for ROIC. Our relative OIG was in the 58th percentile so the modifier had no effect on the final payout.

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Performance stock units earned under each of the 2015, 2016 and 2017 grants for each of the NEOs are included as Earned Performance Stock Units in the Stock Awards column of the Outstanding Equity Awards at 20172019 Fiscal Year-End Table on page 6962.

The table below summarizes how the performance stock units granted in 2015, 2016 and 2017 were earned, to date.

Performance Period
Average
ROIC
Percent of Target
Achieved to Date
Percent of Target Earned (1)
2015 − 2017
13.6%
60 %
60% of the target number of stock units
2016 − 2018
13.2%
120%
120% of 2/3 of the target number of stock units
2017 − 2019
13.8%
180%
180% of 1/3 of the target number of stock units
(1)Years one and two of each Performance Period are capped at 1/3 and 2/3, respectively, ofand how the target number of stock units granted and are subject to continued employment throughout the Performance Period. Amounts earned at the conclusion of the Performance Period may be different depending on future years’ performance.

Beginning with performance stock units granted in 2018 and 2019 are tracking as of the ability to earn stock units annually was removed. Performance stock units will only be earned afterend of 2019.

PERFORMANCE PERIOD
AVERAGE
ROIC
PERCENT OF TARGET
ACHIEVED TO DATE
PERCENT OF TARGET EARNED
2017 – 2019
14.1%
200%
200% of the target number of stock units
2018 – 2020
15.1%
135%
No stock units earned until the end of the performance period
2019 – 2021
15.0%
0%
No stock units earned until the end of the performance period
The table below shows the full three-year performance period. Additionally, dividend equivalents will only be paidapplication of the OIG modifier based on the actual performance achieved at the end of the performance period. For 2018, new ROIC performance targets were set subject to a relativeCompany’s Operating Income Growth modifier, which can increase or decrease payment by up to percentile.
OPERATING INCOME
GROWTH (PERCENTILE)
MODIFIER
(% OF EARNED SHARES)
0% - 10%
-25%
11% - 20%
-20%
21% - 30%
-15%
31% - 40%
-10%
41% - 60%
No Effect
61% - 70%
+10%
71% - 80%
+15%
81% - 90%
+20%
91% - 100%
+25%
Mr. Vena’s long-term equity incentive compensation is described on page 46 of the stock units earned. The 2018 Long Term Plan will continue to be capped at 200%.

Retention Stock Units

Retention stock awards typically provide for vesting in full after a four-year period of continued service. Executives holding retention stock units have the right to receive a cash payment equivalent to dividends in such amounts as dividends are paid on our common stock. To the extent permissible by law, the Company continued to delay payment of retention stock units to a NEO who is also a “covered employee” for purposes of Section 162(m) of the Internal Revenue Code (Code) if the Company anticipates that such payment, if made, would not be deductible due to the application of Section 162(m) of the Code. In that case, payment is delayed until the first taxable year in which the Company anticipates its tax deduction would no longer be limited by Section 162(m) of the Code.

Under the recent Tax Act, Section 162(m) of the Code was amended to expand the individuals considered covered employeesthis Compensation Discussion and repeal the performance-based compensation exemption for taxable years beginning after December 31, 2017. Accordingly, compensation paid to covered employees in excess of $1 million will not be deductible unless it qualifies for transition relief available for certain arrangements in place on November 2, 2017.

The Company is evaluating whether to continue its practice of delaying payment for retention stock units that are subject to Section 162(m) of the Code.

Stock Options

Stock option awards provide that stock options become fully exercisable only if the executive remains an employee through a three-year vesting period. One-third of each stock option grant vests each year over the three-year vesting period.

Analysis.

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2018 Long-Term Incentive Awards

2020 Compensation Decisions

In February 2018,2020, the Compensation and Benefits Committee reviewed and consideredapproved the Company’s executionfollowing compensation changes for the NEOs and the Board of its overall strategiesDirectors reviewed and its safety, service,approved Mr. Fritz’s compensation.
The following table summarizes adjustments made to CEO and financial performance discussed above under the section captioned 2017 Financial and Operating Performance Achievements, as the primary factor in determining each NEO’s annual long-term incentive awards. In addition, the Committee took into consideration each NEO’s strategic responsibilities, performance and accomplishments during the year, tenure, and award levels relative to the Peer Group as discussed above in the subjective assessment of eachother NEO under the Named Executive Officer Accomplishments section. The Committee awarded each NEO the long-term incentive awards as shown in the table below.

2018 Long-Term Incentive Awards

 
Total Grant Date Fair
Value of
2018 LTI Award
Stock
Options
(40% of LTI Award)
Retention
Stock Units
(10% of LTI Award)
Performance
Stock Units
Name
Threshold
Target
(50% of LTI Award)
Maximum
Lance M. Fritz
$
9,750,000
 
 
179,739
 
 
7,809
 
 
19,523
 
 
39,045
 
 
78,090
 
Robert M. Knight, Jr.
 
3,400,000
 
 
62,679
 
 
2,724
 
 
6,809
 
 
13,617
 
 
27,234
 
Cameron A. Scott
 
2,000,000
 
 
36,870
 
 
1,602
 
 
4,005
 
 
8,010
 
 
16,020
 
Rhonda S. Ferguson
 
1,500,000
 
 
27,654
 
 
1,202
 
 
3,005
 
 
6,009
 
 
12,018
 
Elizabeth F. Whited
 
1,500,000
 
 
27,654
 
 
1,202
 
 
3,005
 
 
6,009
 
 
12,018
 
Eric L. Butler (1)
 
0
 
 
0
 
 
0
 
 
0
 
 
0
 
 
0
 
compensation for 2020.
NAME
Annual Base Salary Increase %
Target Annual Incentive
Target Long-Term Incentive
Lance M. Fritz
2.1%
No change
+$750,000
Vincenzo J. Vena (1)
3.3%
+$100,000
​+$4,000,000
Robert M. Knight, Jr. (2)
0.0%
​N/A
​N/A
Rhonda S. Ferguson
3.1%
No change
No change
Elizabeth F. Whited
3.0%
No change
No change
(1)
On March 19, 2020, the Compensation and Benefits Committee recommended, and the Board approved, a $4,000,000 grant subject to vesting over two years, consisting of 40% stock options and 60% performance stock units.
(2)
Mr. ButlerKnight retired on February 28, 2018.December 31, 2019.


Other Compensation


Perquisites

The Committee reviews perquisites periodically for both appropriateness and effectiveness. Key executives, including the NEOs, receive tax and financial counseling services and personal excess liability coverage. In 2016, the Committee eliminated the requirement for the CEO to use Company aircraft for all air travel and set a limitation for personal flights at $90,000 for the CEO and $45,000 for the other NEOs. Executives will pay for any personal flights beyond these limits. Income is imputed to the CEO and NEOs for personal travel below the limits withoutand tax gross-ups.gross-ups are not provided. All use of Company aircraft must be approved in advance by the CEO.

CEO or a specifically authorized designate.

The value of perquisites provided to the NEOs by the Company is not a significant portion of eachany of the NEOs’ compensation on an annual basis. Due to the relatively low cost to the Company of these perquisites, combined with the policy regarding use of Company aircraft, the Committee does not consider perquisites in its analyses of Total Direct Compensation for the CEO and the other NEOs.

Deferred Compensation

The Committee, pursuant to its charter, is responsible for oversight of our deferred compensation arrangements. Management and the Committee believe that deferred compensation arrangements are important benefits that contribute to the Company’s competitive compensation arrangements and help attract and retain executives. The Company’s deferred compensation programs allow for elective deferrals of (i) salary, (ii) bonus (iii) performance stock units, and (iv) retention stock units, which accrue earnings during the deferral period as described on page 7568. These deferrals are not funded and there are no mechanisms in place (such as insurance or trusts) to protect the executives from any inability of the Company to pay these amounts in the future. More detailed descriptions of the features of our non-qualified deferred compensation plans begin on page 7468. In addition to these non-qualified deferred compensation benefits, the Company allows its executives to participate in its tax qualified 401(k) plan on terms and conditions similar to the Company’s other employees.

Pension Plan and Supplemental Pension Plan

The Company sponsors a tax-qualified defined benefit Pension Plan and a non-qualified excess Supplemental Pension Plan. Management and the Committee believe that the defined benefit Pension Plan and the

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Supplemental Pension Plan (with respect to our executives, including the NEOs) provide employees with a competitive retirement benefit. The Company offers the Supplemental Pension Plan to allow executives to receive pension benefits for compensation and benefits that exceed government imposed limits applicable to

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defined benefit plans and to allow for the inclusion of compensation that has been deferred, which cannot be included as compensation under the defined benefit Pension Plan. Benefit amounts are based on the employee’s years of service, salary, bonus and age. More detailed descriptions of the Pension Plan and Supplemental Pension Plan are set forth on pages 7265 and 73.66.


Other Policies and Considerations


Change-in-Control Arrangements

The NEOs do not have individual severance agreements or employment agreements with the Company. In November 2000, the Board adopted the Union Pacific Corporation Key Employee Continuity Plan (the Continuity Plan). The purpose of the Continuity Plan is to assure the smooth transition of management and effective operation of the Company in the event of a change-in-control by providing (i) sufficient economic security to allow key executives to focus on overall shareholder value without concern about personal financial interests and (ii) severance benefits in the event their employment with the Company is terminated within two years following a change-in-control.

The Continuity Plan provides severance benefits to certain senior level executives, including the NEOs, in the event (i) a change-in-control occurs and (ii) the covered executive is involuntarily terminated or constructively discharged within two years following the change-in-control. This two-step requirement will allow the new controlling party to retain certain executives and terminate others with the obligation to provide the benefits set forth in the Continuity Plan. Severance benefits are the same for all covered executives, except for the multiple used to determine thean executive’s lump-sum severance payment. The lump-sum severance payment is equal to three times the sum of base salary plus the average of the annual bonus payments earned in the three most recent calendar years for Mr. Fritz, and two times this sum for each of Messrs.Mr. Vena, Mr. Knight, Scott, Butler, Ms. Ferguson and Ms. Whited. Mr. Knight is no longer subject to severance benefits after December 31, 2019 due to his retirement. The Committee determined these multiples based upon competitive practices at the time the plan was adopted. At its February 2014 meeting, the Committee recommended, and the Board approved, an amendment of the Continuity Plan to remove the excise tax gross-up. As a result, none of the Company’s executives, including the NEOs, are eligible to receive any excise tax gross-up on any severance payment received under the Continuity Plan.

In September 2003, the Board adopted the Union Pacific Corporation Policy Regarding Shareholder Approval of Future Severance Agreements (Severance Policy). Under this Severance Policy, the Company agreed not to enter into a future severance agreement with a senior executive that provides for benefits in an amount generally exceeding 2.99 times salary plus bonus unless such agreement is approved by a vote of our shareholders.

Payments and certain severance benefits for the NEOs upon a change-in-control, as well as a description of the Continuity Plan are set forth on pages 7770 through 79.

74.

Deductibility of Grandfathered Performance-Based Compensation

Due to the amendment to Section 162(m) of the Code noted above, compensation paid to covered employees in excess of $1 million will not be deductible unless it qualifies for transition relief available for certain arrangements in place on November 2, 2017 (“Grandfathered Performance-Based Compensation”).

For Grandfathered Performance-Based Compensation intended to satisfy the requirements of Section 162(m) of the Code for performance based compensation, the Committee has, where it deemed appropriate, taken steps intended to preserve the deductibility of said compensation to the CEO and certain executive officers. In order to allow for deductibility under Section 162(m) of the Code, annual bonus and performance stock unit awards were subject to operating income criteria (as defined under the programs) and, together with stock options, were granted under a plan that was intended to satisfy the requirements of Section 162(m) of the Code for performance-based compensation. In order to allow for tax deductibility of the annual cash bonus, the Company’s shareholder-approved bonus plan provides that the maximum amount payable to the

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CEO with respect to any year may not exceed 0.25% of Operating Income (as defined in the plan) for that fiscal year and may not exceed 0.15% of Operating Income for that fiscal year in the case of any other executive. However, because there are uncertainties as to the application and interpretation of regulations under Section 162(m) of the Code and the transition relief described above, it is possible that the Company’s deductions may be challenged or disallowed. Accordingly, there is no certainty that elements of any Grandfathered Performance-Based Compensation discussed in this Proxy Statement will in fact be deductible by the Company.

Further, the Committee has always retained discretion to award compensation that is not deductible under Section 162(m) of the Code. Compensation that does not qualify for the transition relief, such as salary, taxable perquisites and other taxable compensation for the CEO and certain other NEOs, is deductible up to $1.0 million in any year.

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Compensation and Benefits Committee Report

The Committee reviewed and discussed with management the CD&A and, based on that review and discussion, the Committee recommended to the Board of Directors that the CD&A be included in the Company’s 20182020 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2017.

2019.
The Compensation and Benefits Committee
Erroll B. Davis, Jr., Chair
Andrew H. Card, Jr.
Bhavesh V. Patel
David B. Dillon
Steven R. Rogel
The Compensation and Benefits Committee
Erroll B. Davis, Jr., Chair
Andrew H. Card, Jr.
William J. DeLaney
David B. Dillon
Bhavesh V. Patel
Jose H. Villarreal

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Executive Compensation


Summary Compensation Table


The following table provides a summary of compensation awarded to, earned by or paid to the NEOs, including salary, bonus, the value of stock awards and option awards and other compensation for 2017, 20162019, 2018 and 2015.

Name and
Principal Position
Year
Salary
Bonus
Stock
Awards
(a)
Option
Awards
(b)
Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings (c)
All Other
Compensation
(d)
Total
Compensation
(e)
Lance M. Fritz
Chairman, President & CEO
 
2017
 
$
1,083,333
 
$
2,100,000
 
$
4,800,280
 
$
3,200,007
 
$
2,491,149
 
$
119,468
 
$
13,794,237
 
 
2016
 
 
1,000,000
 
 
1,850,000
 
 
4,200,120
 
 
2,800,032
 
 
1,686,329
 
 
106,656
 
 
11,643,137
 
 
2015
 
 
966,000
 
 
2,000,000
 
 
3,600,488
 
 
2,400,008
 
 
980,911
 
 
139,220
 
 
10,086,627
 
Robert M. Knight, Jr.
EVP & Chief
Financial Officer
 
2017
 
 
586,667
 
 
1,500,000
 
 
1,860,367
 
 
1,240,041
 
 
2,044,815
 
 
65,779
 
 
7,297,669
 
 
2016
 
 
575,000
 
 
1,275,000
 
 
1,800,095
 
 
1,200,024
 
 
957,309
 
 
110,813
 
 
5,918,241
 
 
2015
 
 
566,167
 
 
1,350,000
 
 
1,860,195
 
 
1,240,037
 
 
640,555
 
 
107,934
 
 
5,764,888
 
Cameron Scott
EVP & Chief
Operating Officer
 
2017
 
 
490,667
 
 
885,000
 
 
960,335
 
 
640,023
 
 
1,653,325
 
 
11,652
 
 
4,641,002
 
 
2016
 
 
457,500
 
 
815,000
 
 
900,198
 
 
600,029
 
 
1,211,403
 
 
17,901
 
 
4,002,031
 
 
2015
 
 
416,667
 
 
860,000
 
 
540,172
 
 
360,058
 
 
735,600
 
 
8,031
 
 
2,920,528
 
Rhonda S. Ferguson
EVP & Chief
Legal Officer (f)
 
2017
 
 
433,333
 
 
825,000
 
 
600,236
 
 
400,048
 
 
0
 
 
31,822
 
 
2,290,439
 
 
2016
 
 
200,000
 
 
720,000
 
 
400,017
 
 
0
 
 
0
 
 
59,746
 
 
1,379,763
 
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Elizabeth F. Whited
EVP & Chief
Marketing Officer
 
2017
 
 
396,500
 
 
775,000
 
 
450,016
 
 
300,009
 
 
683,617
 
 
15,922
 
 
2,621,064
 
 
2016
 
 
288,333
 
 
285,000
 
 
342,181
 
 
227,995
 
 
277,513
 
 
9,713
 
 
1,430,735
 
 
2015
 
 
274,500
 
 
295,000
 
 
318,304
 
 
212,073
 
 
162,714
 
 
8,760
 
 
1,271,351
 
Eric L. Butler
Retired Senior Vice President (g)
 
2017
 
 
495,000
 
 
918,000
 
 
960,335
 
 
640,023
 
 
643,129
 
 
31,868
 
 
3,688,201
 
 
2016
 
 
485,000
 
 
780,000
 
 
900,198
 
 
600,029
 
 
975,852
 
 
25,037
 
 
3,766,116
 
 
2015
 
 
477,500
 
 
830,000
 
 
930,343
 
 
620,052
 
 
1,282,151
 
 
15,250
 
 
4,155,296
 
2017.
NAME AND
PRINCIPAL POSITION
YEAR
SALARY
BONUS
STOCK
AWARDS
(a)
OPTION
AWARDS
(b)
NON-EQUITY
INCENTIVE PLAN
COMPENSATION
CHANGE IN
PENSION
VALUE AND
NONQUALIFIED
DEFERRED
COMPENSATION
EARNINGS (c)
ALL OTHER
COMPENSATION
(d)
TOTAL
COMPENSATION
Lance M. Fritz
Chairman, President
& CEO
2019
$1,170,835
$0
$5,850,127
$3,900,028
$902,000
$3,053,874
 $141,536
$15,018,400
2018
1,141,667
0
5,850,190
3,900,049
1,781,000
1,098,926
115,121
13,886,920
2017
1,083,333
2,100,000
4,800,280
3,200,000
0
2,491,149
1 19,468
13,794,237
Vincenzo J. Vena
Chief Operating Officer (f)
2019
579,032
0
2,400,068
1,599,991
1,125,000
0
  96,936
5,801,027
Robert M. Knight, Jr.
Retired EVP & Chief
Financial Officer
2019
616,500
0
2,040,144
1,360,021
523,000
3,031,325
 47,697
7,618,687
2018
601,500
0
2,040,337
1,360,034
1,033,000
—(e)
  35,539
5,070,410
2017
586,667
1,500,000
1,860,367
1,240,041
0
2,044,815
  65,779
7,297,669
Rhonda S. Ferguson
EVP Chief Legal
Officer & Corp
Secretary
2019
481,167
0
900,106
600,060
308,000
0
  25,924
2,315,257
2018
458,333
0
900,365
600,048
608,000
0
51,175
2,617,921
2017
433,333
825,000
600,236
400,048
0
0
 31,822
2,290,439
Elizabeth F. Whited
EVP & Chief Human
Resources Officer
2019
462,500
0
900,106
600,060
308,000
1,994,999
 16,586
4,282,251
2018
438,958
0
900,365
600,048
608,000
653,157
 19,007
3,219,535
2017
396,500
775,000
450,016
300,009
0
683,617
 15,922
2,621,064
(a)
(a)
Amounts reported in the Stock Awards column reflect grant date fair value as calculated in accordance with FASB ASC Topic 718, including performance stock units, which are valued based on target performance achieved. Refer to the Grants of Plan-Based Awards in Fiscal Year 2019 Table on page 6760 for the separate grant date fair values of the retention stock units and performance stock units granted in 2017.2019. The grant date fair value is calculated on the number of stock units and performance stock units at target multiplied by the closing stock price on the date of grant. Dividend equivalents that accrue or are payable on retention stock units and earned performance stock units are reflected in the grant date fair value of such awards and, therefore, pursuant to SEC rules, are not separately reported in the Summary Compensation Table when actually paid to the NEOs. The maximum value of performance stock units for 20172019 for Mr. Fritz is $8,000,503,$11,700,253, for Mr. Vena is $4,800,137, for Mr. Knight is $3,100,541, for Mr. Scott is $1,600,487,$4,080,289, for Ms. Ferguson $1,000,465,$1,800,213, and for Ms. Whited is $750,027 and for Mr. Butler is $1,600,487.$1,800,213.
(b)
Amounts reported in the Option Awards column reflect grant date fair value as calculated in accordance with FASB ASC Topic 718. The following table shows the assumptions used to calculate the grant date fair value of Option Awards.
 
2017
2016
2015
Risk-free interest rate
 
1.97
%
 
1.25
%
 
1.33
%
Dividend yield
 
2.3
%
 
2.9
%
 
1.8
%
Expected life (years)
 
5.3
 
 
5.1
 
 
5.1
 
Volatility
 
21.73
%
 
23.22
%
 
23.35
%
Grant date fair value per option of options granted
$
18.19
 
$
11.36
 
$
22.30
 
 
February 7, 2019
January 14, 2019
2018
2017
Risk-free interest rate
2.47%
2.53%
2.58%
1.97%
Dividend yield
2.18%
2.08%
2.3%
2.3%
Expected life (years)
5.2
5.1
5.3
5.3
Volatility
22.70%
22.77%
21.09%
21.73%
Grant date fair value per option of options granted
$30.37
$29.38
$21.70
$18.19
(c)
The amounts reported are the aggregate change in the actuarial present value of the accumulated benefit under the Company’s Pension Plan and Supplemental Pension Plan. The pension values fluctuate due to changes in the discount rate, discount period, and the value of the accrued annual pension benefit for each NEO. If the discount rate and discount period assumptions had not changed, the increase in the present value of the accrued annual pension benefit would have been $515,058 for Mr. Fritz, $234,885 for Mr. Knight and $799,171 for Ms. Whited. These assumption changes have no impact on the actual pension benefits payable under the Company’s defined benefit pension plans.

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assumptions had not changed, the increase in the present value of the accrued annual pension benefit would have been $1,312,291 for Mr. Fritz, $237,834 for Mr. Knight, $1,279,832 for Mr. Scott, $237,435 for Ms. Whited, and $287,876 for Mr. Butler. These assumption changes have no impact on the actual pension benefits payable under the Company’s defined benefit pension plans.

(d)
The following table provides a summary of the All Other Compensation column that includes all perquisites.

Summary of All Other Compensation

 
 
Prequisites
 
 
 
 
Name and
Principal Position
Year

Use of
Corporate
Assets (x)
Tax and
Financial
Counseling
Services
Excess
Liability
Premium
Tax
Reimburse-
ments (y)
Company-
Matched
Thrift Plan
Contributions
Relocation
(z)
Total All Other
Compensation
Lance M. Fritz
Chairman,
President & CEO
 
2017
 
$
70,268
 
$
12,026
 
$
1,221
 
$
3,453
 
$
32,500
 
$
0
 
$
119,468
 
 
2016
 
 
63,753
 
 
3,500
 
 
1,067
 
 
8,336
 
$
30,000
 
 
0
 
 
106,656
 
 
2015
 
 
94,393
 
 
14,922
 
 
925
 
 
0
 
 
28,980
 
 
0
 
 
139,220
 
Robert M. Knight, Jr.
EVP & Chief
Financial Officer
 
2017
 
 
10,738
 
 
15,000
 
 
1,221
 
 
21,220
 
 
17,600
 
 
0
 
 
65,779
 
 
2016
 
 
9,170
 
 
15,000
 
 
1,067
 
 
68,326
 
 
17,250
 
 
0
 
 
110,813
 
 
2015
 
 
2,910
 
 
50,047
 
 
925
 
 
37,067
 
 
16,985
 
 
0
 
 
107,934
 
Cameron Scott
EVP & Chief Operating Officer
 
2017
 
 
0
 
 
4,651
 
 
1,221
 
 
0
 
 
5,780
 
 
0
 
 
11,652
 
 
2016
 
 
11,229
 
 
0
 
 
1,067
 
 
0
 
 
5,605
 
 
0
 
 
17,901
 
 
2015
 
 
0
 
 
0
 
 
925
 
 
0
 
 
7,106
 
 
0
 
 
8,031
 
Rhonda S. Ferguson
EVP & Chief
Legal Officer
 
2017
 
 
4,966
 
 
12,635
 
 
1,221
 
 
0
 
 
13,000
 
 
0
 
 
31,822
 
 
2016
 
 
8,360
 
 
9,878
 
 
0
 
 
0
 
 
0
 
 
41,508
 
 
59,746
 
 
2015
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Elizabeth F. Whited
EVP & Chief
Marketing Officer
 
2017
 
 
0
 
 
3,352
 
 
675
 
 
0
 
 
11,895
 
 
0
 
 
15,922
 
 
2016
 
 
0
 
 
1,200
 
 
563
 
 
0
 
 
7,950
 
 
0
 
 
9,713
 
 
2015
 
 
0
 
 
0
 
 
525
 
 
0
 
 
8,235
 
 
0
 
 
8,760
 
Eric L. Butler
Retired Senior Vice President
 
2017
 
 
22,547
 
 
0
 
 
1,221
 
 
0
 
 
8,100
 
 
0
 
 
31,868
 
 
2016
 
 
9,420
 
 
0
 
 
1,067
 
 
0
 
 
14,550
 
 
0
 
 
25,037
 
 
2015
 
 
0
 
 
0
 
 
925
 
 
0
 
 
14,325
 
 
0
 
 
15,250
 
 
 
PERQUISITES
 
 
 
 
NAME AND
PRINCIPAL POSITION
YEAR
USE OF
CORPORATE
ASSETS (x)
TAX AND
FINANCIAL
COUNSELING
SERVICES
EXCESS
LIABILITY
PREMIUM
TAX
REIMBURSE-
MENTS (y)
COMPANY-
MATCHED
THRIFT PLAN
CONTRIBUTIONS
RELOCATION
(z)
TOTAL ALL OTHER
COMPENSATION
Lance M. Fritz Chairman,
President & CEO
2019
$90,000
$15,000
$1,411
$0
$35,125
$0
  $141,536
2018
64,604
15,000
1,267
0
34,250
0
115,121
2017
70,268
12,026
1,221
3,453
32,500
0
 119,468
Vincenzo J. Vena
Chief Operating Officer
2019
16,391
15,000
705
0
15,058
49,782
  96,936
Robert M. Knight, Jr. Retired EVP & Chief Financial Officer
2019
12,791
15,000
1,411
0
18,495
0
 47,697
2018
0
15,000
1,267
1,227
18,045
0
  35,539
2017
10,738
15,000
1,221
21,220
17,600
0
  65,779
Rhonda S. Ferguson EVP, Chief Legal Officer & Corp Secretary
2019
2,448
13,665
1,411
0
8,400
0
  25,924
2018
23,018
13,140
1,267
0
13,750
0
 51,175
2017
4,966
12,635
1,221
0
13,000
0
  31,822
Elizabeth F. Whited EVP & Chief
Human Resources Officer
2019
0
1,300
1,411
0
13,875
0
  16,586
2018
0
4,569
1,267
0
13,171
0
  19,007
2017
0
3,352
675
0
11,895
0
  15,922
(x)
The aggregate incremental cost for use of corporate aircraft is computed by multiplying the variable cost per air mile by the number of miles used for travel other than for Company business (including empty plane miles). The variable cost per air mile is the cost incurred for flying the plane divided by the number of miles flown. Costs may include jet fuel, catering, or pilot personal expenses.
(y)
The Company reimburses employees for certain nonresident state income taxes because of their travel on Company business. The reimbursement covers only the incremental cost of these nonresident taxes. The amounts shown in the table reflect additional federal and state taxes paid for the applicable executive. The Company does not consider this a perquisite and does not gross-up or pay any state income taxes that the employees incur in their normal work locations.
(z)
In 2016, Ms. Ferguson2019, Mr. Vena relocated to Omaha, Nebraska from Solon, Ohio.Scottsdale, Arizona. The Company'sCompany’s relocation package elements include monetary allowances and moving services to help employees relocate. The packages are designed to meet the business needs of the Company and the personal needs of employees and their families. Relocation packages apply to all nonagreement employees, based on set criteria such as distance and duration of the assignment, destination for the assignment, family size, and other needs as applicable.
(e)
(e)For comparison purposes, refer to the 2017 Total Direct Compensation Versus Peer Group Table on page 53, which providesThe 2018 change in pension value for Mr. Knight was a summary of the total compensation approved by the Committee for 2017.negative $582,757.
(f)
(f)Ms. FergusonMr. Vena was elected Corporate Secretary on December 1, 2017. The amount reported in the Bonus column in 2016 includes a signing bonus in the amount of $300,000.January 14, 2019.
(g)Mr. Butler was Executive Vice President, Chief Administrative Officer and Corporate Secretary until December 1, 2017. Mr. Butler remained at the Company as Senior Vice President until his retirement on February 28, 2018.

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Executive Compensation



Grants of Plan-Based Awards in Fiscal Year 20172019


The following table sets forth additional information concerning Stock Awards and Option Awards reported in the Summary Compensation Table as part of the NEOs’ compensation for 2017.

Name and
Principal
Position

Grant
Date

Award Type
Estimated Future Payouts
Under Equity Incentive Plan
Awards

All Other
Stock
Awards:
Number of
Shares of
Stock
or Units

All Other
Option
Awards:
Number of
Securities
Underlying
Options

Exercise
or Base
Price
of Option
Awards
(a)

Grant Date
Fair Value
of Stock
and Option
Awards (b)
Threshold
Target
Maximum
Lance M. Fritz
Chairman,
President & CEO
 
2/2/2017
 
Performance Stock Units
 
18,641
 
 
37,281
 
 
74,562
 
 
 
 
 
 
 
 
 
 
$
4,000,251
 
 
2/2/2017
 
Retention Stock Units
 
 
 
 
 
 
 
 
 
 
7,456
 
 
 
 
 
 
 
 
800,029
 
 
2/2/2017
 
Stock Options
 
 
 
 
 
 
 
 
 
 
 
 
 
175,899
 
$
107.30
 
 
3,200,007
 
Robert M. Knight, Jr.
EVP & Chief
Financial Officer
 
2/2/2017
 
Performance Stock Units
 
7,224
 
 
14,448
 
 
28,896
 
 
 
 
 
 
 
 
 
 
 
1,550,270
 
 
2/2/2017
 
Retention Stock Units
 
 
 
 
 
 
 
 
 
 
2,890
 
 
 
 
 
 
 
 
310,097
 
 
2/2/2017
 
Stock Options
 
 
 
 
 
 
 
 
 
 
 
 
 
68,163
 
$
107.30
 
 
1,240,041
 
Cameron A. Scott
EVP & Chief
Operating Officer
 
2/2/2017
 
Performance Stock Units
 
3,729
 
 
7,458
 
 
14,916
 
 
 
 
 
 
 
 
 
 
 
800,243
 
 
2/2/2017
 
Retention Stock Units
 
 
 
 
 
 
 
 
 
 
1,492
 
 
 
 
 
 
 
 
160,092
 
 
2/2/2017
 
Stock Options
 
 
 
 
 
 
 
 
 
 
 
 
 
35,181
 
$
107.30
 
 
640,023
 
Rhonda S. Ferguson
EVP & Chief
Legal Officer
 
2/2/2017
 
Performance Stock Units
 
2,331
 
 
4,662
 
 
9,324
 
 
 
 
 
 
 
 
 
 
 
500,233
 
 
2/2/2017
 
Retention Stock Units
 
 
 
 
 
 
 
 
 
 
932
 
 
 
 
 
 
 
 
100,004
 
 
2/2/2017
 
Stock Options
 
 
 
 
 
 
 
 
 
 
 
 
 
21,990
 
$
107.30
 
 
400,048
 
Elizabeth F. Whited
EVP & Chief
Marketing Officer
 
2/2/2017
 
Performance Stock Units
 
1,748
 
 
3,495
 
 
6,990
 
 
 
 
 
 
 
 
 
 
 
375,014
 
 
2/2/2017
 
Retention Stock Units
 
 
 
 
 
 
 
 
 
 
699
 
 
 
 
 
 
 
 
75,003
 
 
2/2/2017
 
Stock Options
 
 
 
 
 
 
 
 
 
 
 
 
 
16,491
 
$
107.30
 
 
300,009
 
Eric L. Butler
Retired Senior Vice President
 
2/2/2017
 
Performance Stock Units
 
3,729
 
 
7,458
 
 
14,916
 
 
 
 
 
 
 
 
 
 
 
800,243
 
 
2/2/2017
 
Retention Stock Units
 
 
 
 
 
 
 
 
 
 
1,492
 
 
 
 
 
 
 
 
160,092
 
 
2/2/2017
 
Stock Options
 
 
 
 
 
 
 
 
 
 
 
 
 
35,181
 
$
107.30
 
 
640,023
 
2019.
NAME AND
PRINCIPAL
POSITION
GRANT
DATE
AWARD TYPE
ESTIMATED FUTURE PAYOUTS
UNDER NON-EQUITY
INCENTIVE PLAN AWARDS
ESTIMATED FUTURE PAYOUTS
UNDER EQUITY
INCENTIVE PLAN AWARDS
ALL OTHER
STOCK
AWARDS:
NUMBER OF
SHARES OF
STOCK
OR UNITS
ALL OTHER
OPTION
AWARDS:
NUMBER OF
SECURITIES
UNDERLYING
OPTIONS
EXERCISE
OR BASE
PRICE
OF
OPTION
AWARDS
(a)
GRANT
DATE
FAIR
VALUE
OF STOCK
AND
OPTION
AWARDS
(b)
THRESHOLD
TARGET
MAXIMUM
THRESHOLD
TARGET
MAXIMUM
Lance M. Fritz
Chairman,
President & CEO
2/7/2019
Performance Stock Units
18,104
36,208
72,416
$5,850,127
2/7/2019
Stock Options
128,415
$161.57
3,900,028
$1,100,000
$2,200,000
$4,400,000
Vincenzo J. Vena
Chief Operating Officer (c)
1/14/2019
Performance Stock Units
7,798
15,596
31,192
2,400,068
1/14/2019
Stock Options
54,450
$153.89
1,599,901
375,000
750,000
1,500,000
Robert M. Knight, Jr.
Retired EVP & Chief Financial Officer
2/7/2019
Performance Stock Units
6,314
12,627
  25,254
2,040,144
2/7/2019
Stock Options
44,781
$161.57
1,360,021
637,500
1,275,000
2,550,000
Rhonda S. Ferguson
EVP, Chief Legal
Officer & Corp
Secretary
2/7/2019
Performance Stock Units
2,786
5,571
11,142
900,106
2/7/2019
Stock Options
19,758
$161.57
600,060
375,000
750,000
1,500,000
Elizabeth F. Whited
EVP & Chief
Human Resources
Officer
2/7/2019
Performance Stock Units
2,786
5,571
11,142
900,106
2/7/2019
Stock Options
19,758
$161.57
600,060
375,000
750,000
1,500,000
(a)
The Exercise Price is the closing price of our common stock on February 2, 2017,7, 2019, the date of grant.
(b)
(b)
Amounts reported reflect grant date fair value as calculated in accordance with FASB ASC Topic 718. Performance Stock Units are valued based on target performance achieved. Refer to Footnote (b) to the Summary Compensation Table on page 6558 for the assumptions made in calculating the grant date fair value of Stock Options.
(c)
Mr. Vena received a $4,000,000 equity grant consisting of 60% performance stock units and 40% stock options, each with a two year vesting period, prorated and payable annually based on the Company’s operating income and operating ratio.
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Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table


Annual bonuses are awarded under the Executive Incentive Plan, which allows the Committee to establish performance objectives annually in order to adjust to the changing business climate; provided that annual bonuses may not exceed 0.25% of operating income for the CEO or 0.15% of operating income for each other “covered employee” who is subject to Section 162(m) of the Code. The Committee determines bonuses for the NEOs by evaluating a combination of corporate and individual performance, as more fully described beginning on page 5649.

On February 2, 2017,7, 2019, the Committee granted performance stock units, retention stock units and stock options to each of the NEOs.NEOs, other than Mr. Vena. Performance stock units actually earned will be subject to continued employment through February 2, 2020, and7, 2022. After the attainment of pre-established levels of annual ROIC for a three-year performance periodthree year Performance Period covering fiscal years 20172019 through 2019. The level of ROIC achieved each fiscal year determines the number of stock units earned. At the end of year one of the performance period, the executive may earn up to one-third of the target number of stock units granted based on the first year of ROIC performance achieved. At the end of year two, the executive may earn additional stock units up to a total of two-thirds of the target number of stock units granted based on the average of the first two years of ROIC performance achieved. During year three of the performance period,2021, the executive may earn up to two times the target number of performance stock units awarded in the grant (less any units earned in years one and two)granted to that executive based on

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the average ofannual ROIC performance achieved over all three years of the program. In addition to ROIC, performance achieved. Beginning in 2016, the Committee addedactual number of stock units earned after the third year of the Performance Period will be adjusted up or down by a relativepercentage not to exceed 25% (subject to a maximum of two times the target number of stock units granted) based on the Company’s Operating Income Growth modifier (+/-25%(OIG) over the Performance Period as compared to the OIG of the award earned based on the ROIC achieved) compared to thecompanies in S&P 500 Industrials Index.

If the Company does not meet the threshold ROIC level, executives are not entitled to any payout of their performance stock units. Prior to the satisfaction of the ROIC performance criteria and continued employment requirement, the Company does not pay dividend equivalents on the performance stock units.

Performance stock units that have been earned over the three-year performance period will be paid out in Company common stock after the end of the performance period, subject to the executive’s continued employment. In addition, a participant may elect to defer the payment of the stock units earned and the associated dividend equivalents on those stock units pursuant to the Company’s Deferred Compensation Plan described on page 7568.

If the stock units are deferred, associated dividend equivalents paid on or after the date such stock units are earned also are deferred under the Deferred Compensation Plan.

Stock option grants vest one-third of total each year over a three-year period from the grant date of February 2, 2017.7, 2019. The maximum term of stock options is 10 years. The retention stock units vest in full on February 2, 2021. Stock option grants and retention stock unit grants are subject to continued employment. Vesting or forfeiture of these awards may occur upon termination of employment or a change-in-control as described further below and in the Potential Payments Upon Separation from Service, Change-In-Control or Death or Disability section below.

As part of the February 20172019 grants of performance stock units, retention stock units and stock options, the Committee provided for the lapse of the continued employment requirement applicable to the award if an executive attains age 62 with 10 years of service under the Company pension plan, so long as the executive remained employed until September 30 in the year of grant. This same provision was contained in the stock award agreements for non-executive employees.

Mr. Vena’s 2019 equity grants are described on page 46 of the Compensation Discussion and Analysis.
Retention stock units granted prior to 2019 generally vest after a four-year period of continued service. Executives holding retention stock units have the right to receive a cash payment equivalent to dividends in such amounts as dividends are paid on our common stock. To the extent permissible by law, the Company delays payment of retention stock units granted before November 2, 2017 (which are not performance based) to a NEO who is also a “covered employee” for purposes of Section 162(m) of the Code if the Company anticipates that such payment, if made, would not be deductible due to the application of Section 162(m) of the Code. The shares that are subject to this delayed distribution are reflected below in the Nonqualified Deferred Compensation at 20172019 Fiscal Year-End table.Table. The Company delays payment until the first taxable year in which the Company anticipates that the tax deduction would no longer be limited by Section 162(m) of the Code. As noted previously, the Company is evaluating whether to continue its practice of delaying payment for retention stock units that are subject to Section 162(m) of the Code.

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Executive Compensation



Outstanding Equity Awards at 20172019 Fiscal Year-End


The following table sets forth additional information concerning Option Awards and Stock Awards held by the NEOs as of our most recent fiscal year-end, including awards granted during 20172019 and described in the tables above.

 
Option Awards
Stock Awards
 
 
 
 
 
Earned Performance
Stock Units and
Retention Units
Performance
Stock Units
Name and
Principal
Position
Number of
Securities
Underlying
Unexercised
Options
(Exercisable)
Number of
Securities
Underlying
Unexercised
Options
(Unexercisable)
(a)
Option
Exercise
Price
Option
Expiration
Date
Number
of Shares
or Units
of Stock
Held
That
Have Not
Vested
(b)
Market
Value of
Shares or
Units of
Stock Held
That Have
Not Vested
(c)
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units,
or Other Rights
That Have
Not Vested (a)
Equity
Incentive
Plan Awards:
Market or
Payout
Value of
Unearned
Shares, Units,
or Other
Rights That
Have Not
Vested (c)
Lance M. Fritz
Chairman,
President & CEO
 
0
 
 
175,899
 
$
107.30
 
 
2/2/2027
 
 
90,344
 
$
12,115,184
 
 
138,926
 
$
18,629,923
 
 
82,149
 
 
164,298
 
$
75.52
 
 
2/4/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
 
71,762
 
 
35,881
 
$
122.85
 
 
2/5/2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
49,566
 
 
0
 
$
87.56
 
 
2/6/2024
 
 
 
 
 
 
 
 
 
 
 
 
 
Robert M. Knight, Jr.
EVP & Chief
Financial Officer
 
0
 
 
68,163
 
$
107.30
 
 
2/2/2027
 
 
89,429
 
 
11,992,429
 
 
59,401
 
 
7,965,674
 
 
0
 
 
70,414
 
$
75.52
 
 
2/4/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
 
37,078
 
 
18,539
 
$
122.85
 
 
2/5/2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
55,512
 
 
0
 
$
87.56
 
 
2/6/2024
 
 
 
 
 
 
 
 
 
 
 
 
 
Cameron A. Scott
EVP & Chief
Operating Officer
 
0
 
 
35,181
 
$
107.30
 
 
2/2/2027
 
 
17,640
 
 
2,365,470
 
 
27,129
 
 
3,638,053
 
 
0
 
 
35,208
 
$
75.52
 
 
2/4/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,766
 
 
5,383
 
$
122.85
 
 
2/5/2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
10,116
 
 
0
 
$
87.56
 
 
2/6/2024
 
 
 
 
 
 
 
 
 
 
 
 
 
Rhonda S. Ferguson
EVP & Chief
Legal Officer
 
0
 
 
21,990
 
$
107.30
 
 
2/2/2027
 
 
7,066
 
 
947,551
 
 
7,770
 
 
1,041,957
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Elizabeth F. Whited
EVP & Chief
Marketing Officer
 
0
 
 
16,491
 
$
107.30
 
 
2/2/2027
 
 
8,036
 
 
1,113,808
 
 
12,273
 
 
1,645,809
 
 
6,690
 
 
13,380
 
$
75.52
 
 
2/4/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,340
 
 
3,170
 
$
122.85
 
 
2/5/2025
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8,826
 
 
0
 
$
87.56
 
 
2/6/2024
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9,612
 
 
0
 
$
66.00
 
 
2/7/2023
 
 
 
 
 
 
 
 
 
 
 
 
 
 
5,886
 
 
0
 
$
57.37
 
 
2/2/2022
 
 
 
 
 
 
 
 
 
 
 
 
 
 
4,782
 
 
0
 
$
46.80
 
 
2/3/2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000
 
 
0
 
$
30.49
 
 
2/4/2020
 
 
 
 
 
 
 
 
 
 
 
 
 
 
1,000
 
 
0
 
$
23.64
 
 
2/5/2019
 
 
 
 
 
 
 
 
 
 
 
 
 
Eric L. Butler
Retired EVP & Chief Administrative Officer
 
0
 
 
35,181
 
$
107.30
 
 
2/2/2027
 
 
67,342
 
 
9,030,616
 
 
30,095
 
 
4,035,686
 
 
0
 
 
35,208
 
$
75.52
 
 
2/4/2026
 
 
 
 
 
 
 
 
 
 
 
 
 
 
18,540
 
 
9,270
 
$
122.85
 
 
2/5/2025
 
 
 
 
 
 
 
 
 
 
 
 
 

__________________

 
OPTION AWARDS
STOCK AWARDS
 
 
 
 
 
EARNED PERFORMANCE
STOCK UNITS AND
RETENTION UNITS
PERFORMANCE
STOCK UNITS
NAME AND
PRINCIPAL
POSITION
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(EXERCISABLE)
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
OPTIONS
(UNEXERCISABLE)
(a)
OPTION
EXERCISE
PRICE
OPTION
EXPIRATION
DATE
NUMBER
OF SHARES
OR UNITS
OF STOCK
HELD
THAT
HAVE NOT
VESTED
(b)
MARKET
VALUE OF
SHARES OR
UNITS OF
STOCK HELD
THAT HAVE
NOT VESTED
(c)
EQUITY INCENTIVE
PLAN AWARDS:
NUMBER OF
UNEARNED
SHARES, UNITS,
OR OTHER RIGHTS
THAT HAVE
NOT VESTED (a)
EQUITY
INCENTIVE
PLAN AWARDS:
MARKET OR
PAYOUT
VALUE OF
UNEARNED
SHARES, UNITS,
OR OTHER
RIGHTS THAT
HAVE NOT
VESTED (c)
Lance M. Fritz
Chairman,
President & CEO
0
128,415
$161.57
2/7/2029
108,366
$19,591,489
150,506
$27,209,980
59,913
119,826
$124.86
2/8/2028
117,266
 58,633
$107.30
2/2/2027
107,643
0
$122.85
2/5/2025
Vincenzo J. Vena
Chief Operating Officer
0
54,450
$153.89
1/14/2029
7,798
1,409,800
15,596
2,819,601
Robert M. Knight, Jr.
Retired EVP & Chief
Financial Officer
0
44,781
$161.57
2/7/2029
42,455
7,675,439
52,488
9,489,306
20,893
41,786
$124.86
2/8/2028
45,442
22,721
$107.30
2/2/2027
35,207
0
$75.52
2/4/2026
55,617
0
$122.85
2/5/2025
55,512
0
$87.56
2/6/2024
Rhonda S. Ferguson
EVP, Chief Legal
Officer & Corp
Secretary
0
19,758
$161.57
2/7/2029
16,038
2,899,510
23,160
4,187,096
9,218
18,436
$124.86
2/8/2028
0
7,330
$107.30
2/2/2027
Elizabeth F. Whited
EVP & Chief Human
Resources Officer
0
19,758
$161.57
2/7/2029
10,401
1,880,397
23,160
4,187,096
9,218
18,436
$124.86
2/8/2028
10,994
5,497
$107.30
2/2/2027
10,000
0
$75.52
2/4/2026
9,510
0
$122.85
2/5/2025
8,826
0
$87.56
2/6/2024
(a)
The following table reflects the scheduled vesting dates for all unvested stock options as shown in the Number of Securities Underlying Unexercised Options (Unexercisable) column, unvested stock units as shown in the Number of Shares or Units of Stock Held That Have Not Vested column and unearned performance units as shown in the Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested column in the above table.

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Name and Principal
Position
Number of
Securities
Underlying
Unexercised
and Unvested
Options (i)
Option
Vest
Date
Option
Expiration
Date
Number of
Units of Stock
Held That
Have Not
Vested (ii)
Unearned
Performance
Units (iii)
Unit
Vest
Date
Lance M. Fritz
Chairman,
President & CEO
 
58,633
 
 
2/2/2020
 
 
2/2/2027
 
 
7,456
 
 
 
 
 
2/2/2021
 
 
58,633
 
 
2/2/2019
 
 
2/2/2027
 
 
18,539
 
 
 
 
 
2/4/2020
 
 
58,633
 
 
2/2/2018
 
 
2/2/2027
 
 
12,427
 
 
62,135
 
 
2/2/2020
 
 
82,149
 
 
2/4/2019
 
 
2/4/2026
 
 
9,769
 
 
 
 
 
2/5/2019
 
 
82,149
 
 
2/4/2018
 
 
2/4/2026
 
 
24,718
 
 
49,436
 
 
2/4/2019
 
 
35,881
 
 
2/5/2018
 
 
2/5/2025
 
 
5,712
 
 
 
 
 
2/6/2018
 
 
 
 
 
 
 
 
 
 
 
11,723
 
 
27,355
 
 
2/5/2018
 
Robert M. Knight, Jr.
EVP & Chief
Financial Officer
 
22,721
 
 
2/2/2020
 
 
2/2/2027
 
 
2,890
 
 
 
 
 
2/2/2021
 
 
22,721
 
 
2/2/2019
 
 
2/2/2027
 
 
7,945
 
 
 
 
 
2/4/2020
 
 
22,721
 
 
2/2/2018
 
 
2/2/2027
 
 
4,816
 
 
24,080
 
 
2/2/2020
 
 
35,207
 
 
2/4/2019
 
 
2/4/2026
 
 
5,047
 
 
 
 
 
2/5/2019
 
 
35,207
 
 
2/4/2018
 
 
2/4/2026
 
 
10,594
 
 
21,188
 
 
2/4/2019
 
 
18,539
 
 
2/5/2018
 
 
2/5/2025
 
 
6,396
 
 
 
 
 
2/6/2018
 
 
 
 
 
 
 
 
 
 
 
45,684
 
 
 
 
 
2/6/2018
 
 
 
 
 
 
 
 
 
 
 
6,057
 
 
14,133
 
 
2/5/2018
 
Cameron A. Scott
EVP & Chief
Operating Officer
 
11,727
 
 
2/2/2020
 
 
2/2/2027
 
 
1,492
 
 
 
 
 
2/2/2021
 
 
11,727
 
 
2/2/2019
 
 
2/2/2027
 
 
3,973
 
 
 
 
 
2/4/2020
 
 
11,727
 
 
2/2/2018
 
 
2/2/2027
 
 
2,486
 
 
12,430
 
 
2/2/2020
 
 
17,604
 
 
2/4/2019
 
 
2/4/2026
 
 
1,466
 
 
 
 
 
2/5/2019
 
 
17,604
 
 
2/4/2018
 
 
2/4/2026
 
 
5,298
 
 
10,596
 
 
2/4/2019
 
 
5,383
 
 
2/5/2018
 
 
2/5/2025
 
 
1,166
 
 
 
 
 
2/6/2018
 
 
 
 
 
 
 
 
 
 
 
1,759
 
 
4,103
 
 
2/5/2018
 
Rhonda S. Ferguson
EVP & Chief
Legal Officer
 
7,330
 
 
2/2/2020
 
 
2/2/2027
 
 
932
 
 
 
 
 
2/2/2021
 
 
7,330
 
 
2/2/2019
 
 
2/2/2027
 
 
4,580
 
 
 
 
 
7/1/2020
 
 
7,330
 
 
2/2/2018
 
 
2/2/2027
 
 
1,554
 
 
7,770
 
 
2/2/2020
 
Elizabeth F. Whited
EVP & Chief
Marketing Officer
 
5,497
 
 
2/2/2020
 
 
2/2/2027
 
 
699
 
 
 
 
 
2/2/2021
 
 
5,497
 
 
2/2/2019
 
 
2/2/2027
 
 
1,510
 
 
 
 
 
2/4/2020
 
 
5,497
 
 
2/2/2018
 
 
2/2/2027
 
 
1,165
 
 
5,825
 
 
2/2/2020
 
 
6,690
 
 
2/4/2019
 
 
2/4/2026
 
 
863
 
 
 
 
 
2/5/2019
 
 
6,690
 
 
2/4/2018
 
 
2/4/2026
 
 
2,014
 
 
4,028
 
 
2/4/2019
 
 
3,170
 
 
2/5/2018
 
 
2/5/2025
 
 
1,018
 
 
 
 
 
2/6/2018
 
 
 
 
 
 
 
 
 
 
 
1,037
 
 
2,420
 
 
2/5/2018
 
Eric L. Butler
Retired Senior Vice President
 
11,727
 
 
2/2/2020
 
 
2/2/2027
 
 
1,492
 
 
 
 
 
2/2/2021
 
 
11,727
 
 
2/2/2019
 
 
2/2/2027
 
 
3,973
 
 
 
 
 
2/4/2020
 
 
11,727
 
 
2/2/2018
 
 
2/2/2027
 
 
2,486
 
 
12,430
 
 
2/2/2020
 
 
17,604
 
 
2/4/2019
 
 
2/4/2026
 
 
2,524
 
 
 
 
 
2/5/2019
 
 
17,604
 
 
2/4/2018
 
 
2/4/2026
 
 
5,298
 
 
10,596
 
 
2/4/2019
 
 
9,270
 
 
2/5/2018
 
 
2/5/2025
 
 
2,856
 
 
 
 
 
2/6/2018
 
 
 
 
 
 
 
 
 
 
 
45,684
 
 
 
 
 
2/6/2018
 
 
 
 
 
 
 
 
 
 
 
3,029
 
 
7,069
 
 
2/5/2018
 
NAME AND PRINCIPAL
POSITION
NUMBER OF
SECURITIES
UNDERLYING
UNEXERCISED
AND UNVESTED
OPTIONS (i)
OPTION
VEST
DATE
OPTION
EXPIRATION
DATE
NUMBER OF
UNITS OF STOCK
HELD THAT
HAVE NOT
VESTED (ii)
UNEARNED
PERFORMANCE
UNITS (iii)
UNIT
VEST
DATE
Lance M. Fritz
Chairman,
President & CEO
 42,805
2/7/2022
2/7/2029
7,809
2/8/2022
 42,805
2/7/2021
2/7/2029
0
72,416
2/7/2022
 42,805
2/7/2020
2/7/2029
7,456
2/2/2021
59,913
2/8/2021
2/8/2028
0
 78,090
2/8/2021
59,913
2/8/2020
2/8/2028
18,539
2/4/2020
 58,633
2/2/2020
2/2/2027
74,562
0
2/2/2020
Vincenzo J. Vena
Chief Operating Officer
27,225
1/14/2021
1/14/2029
0
15,596
2/8/2021
27,225
1/14/2020
1/14/2029
7,798
0
2/6/2020
Robert M. Knight, Jr.
Retired EVP & Chief
Financial Officer
14,927
2/7/2022
2/7/2029
2,724
2/8/2022
14,927
2/7/2021
2/7/2029
0
 25,254
2/7/2022
14,927
2/7/2020
2/7/2029
2,890
2/2/2021
 20,893
2/8/2021
2/8/2028
0
27,234
2/8/2021
 20,893
2/8/2020
2/8/2028
7,945
2/4/2020
22,721
2/2/2020
2/2/2027
 28,896
0
2/2/2020
Rhonda S. Ferguson
EVP, Chief Legal
Officer & Corp
Secretary
6,586
2/7/2022
2/7/2029
1,202
2/8/2022
 6,586
2/7/2021
2/7/2029
0
11,142
2/7/2022
 6,586
2/7/2020
2/7/2029
932
2/2/2021
9,218
2/8/2021
2/8/2028
0
12,018
2/8/2021
9,218
2/8/2020
2/8/2028
 4,580
7/1/2020
7,330
2/2/2020
2/2/2027
 9,324
0
2/2/2020
Elizabeth F. Whited
EVP & Chief Human
Resources Officer
6,586
2/7/2022
2/7/2029
1,202
2/8/2022
6,586
2/7/2021
2/7/2029
0
11,142
2/7/2022
 6,586
2/7/2020
2/7/2029
699
2/2/2021
9,218
2/8/2021
2/8/2028
0
12,018
2/8/2021
9,218
2/8/2020
2/8/2028
1,510
2/4/2020
5,497
2/2/2020
2/2/2027
 6,990
0
2/2/2020
(i)
Reflects a stock option grant that vests one-third of the total each year for three years from the date of grant.
(ii)
Reflects performance stock units granted on February 5, 2015,2, 2017, February 4, 20168, 2018 and February 2, 20177, 2019 that have been earned, but not yet vested and paid out, and unvested retention stock units as of December 31, 2017.2019. For Mr. Vena, reflects performance stock units granted on January 14, 2019 that have been earned, but not yet vested and paid out.
(iii)
Reflects the maximum amount of performance stock units that may be earned under the grants of performance stock units February 4, 20168, 2018 and February 2, 2017.7, 2019. These performance stock units are each subject to a three-year performance period ending December 31, 20182020 and December 31, 2021, respectively. For Mr. Vena, reflects the maximum amount of performance stock units that may be earned under his January 14, 2019 respectively.grant of performance stock units.

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(b)
Dividends paid in 20172019 on outstanding stock awards for each of our NEOs were as follows: Mr. Fritz, $190,403;$303,710; Mr. Knight, $190,382; Mr. Scott, $28,889;$85,807; Ms. Ferguson, $13,670;$36,341; and Ms. Whited, $14,104; and Mr. Butler, $151,111.$27,650.
(c)
Reflects the closing price per share of the common stock on the last business day of the fiscal year multiplied by the number of shares. The closing price per share was $134.10$180.79 on December 29, 2017.31, 2019.
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Option Exercises and Stock Vested in Fiscal Year 20172019


The following table shows a summary of the stock options exercised by the NEOs and stock awards that vested during the year.

 
Option Awards
Stock Awards
Name and Principal Position
Number of
Shares Acquired
on Exercise
Value
Realized Upon
Exercise (a)
Number of
Shares Acquired
on Vesting (b)
Value
Realized Upon
Vesting (a)
Lance M. Fritz
Chairman, President & CEO
 
52,614
 
$
3,183,147
 
 
22,963
 
 
2,472,607
 
Robert M. Knight, Jr.
EVP & Chief Financial Officer
 
195,833
 
 
12,437,206
 
 
25,940
 
 
2,793,157
 
Cameron A. Scott
EVP & Chief Operating Officer
 
17,604
 
 
564,736
 
 
4,555
 
 
490,476
 
Rhonda S. Ferguson
EVP & Chief Legal Officer
 
0
 
 
0
 
 
0
 
 
0
 
Elizabeth F. Whited
EVP & Chief Marketing Officer
 
3,000
 
 
225,600
 
 
4,121
 
 
443,740
 
Eric L. Butler
Retired Senior Vice President
 
79,332
 
 
4,266,133
 
 
11,028
 
 
1,187,484
 
 
OPTION AWARDS
STOCK AWARDS
NAME AND PRINCIPAL POSITION
NUMBER OF
SHARES ACQUIRED
ON EXERCISE
VALUE
REALIZED UPON
EXERCISE (a)
NUMBER OF
SHARES ACQUIRED
ON VESTING (b)
VALUE
REALIZED UPON
VESTING (a)
Lance M. Fritz
Chairman, President & CEO
 246,447
 $21,906,673
 59,822
  $9,662,803
Vincenzo J. Vena
Chief Operating Officer
0
0
0
0
Robert M. Knight, Jr.
Retired EVP & Chief Financial Officer
0
0
 26,499
 4,280,081
Rhonda S. Ferguson
EVP, Chief Legal Officer & Corp Secretary
 14,660
974,321
0
0
Elizabeth F. Whited
EVP & Chief Human Resources Officer
 19,682
2,122,041
4,941
 798,084
(a)
Value Realized Upon Exercise is calculated based upon the difference between the market price of the Company’s common stock at the time of exercise and the exercise price of the options. Value Realized Upon Vesting is calculated based upon the fair market value of the Company’s common stock on the day of vesting times the number of shares vested.
(b)
(b)
The number of these stock units that have been deferred under the Company’s Deferred Compensation Plan are 6,970863 shares for Mr. Fritz.Ms. Whited. A description of the features of the Company’s Deferred Compensation Program is set forth on pagepages 756870.

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Pension Benefits at 20172019 Fiscal Year-End


The table below sets forth the estimated present value of accumulated benefits payable under the Company’s defined benefit pension plans to the NEOs upon normal retirement at age 65 based on service and annual earnings (base salary and bonus, as described below)considered by the plans for the period through December 31, 2017.2019. The present value was calculated as of December 31, 2017,2019, based on the benefit at the normal retirement age of 65 paid in the form of a single life annuity. The present value factors used to determine the reported amounts are based on the sex distinct, white collar, Mercer Industry Longevity Experience Study Retiree Table for the Auto, Industrial Goods and Transportation industry group projected using Scale MP2017,MP-2018 as of December 31, 2018 to Scale MP-2018 as of December 31, 2018, and the discount rate as disclosed in Note 6 in the Notes to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.2018. For purposes of reporting the change in pension value in the Summary Compensation Table, present value factors for the year ended December 31, 2016,2019, were based on the sex distinct, white collar, Mercer Industry Longevity Experience Study Retiree Table for the Auto, Industrial Goods and Transportation industry group projected using Scale MP2016,MP2019, and the discount rate as disclosed in Note 6 in the Notes to the Consolidated Financial Statements in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 2016.2019. For both mortality tables, no pre-retirement decrements (i.e., death, disability) were assumed.

Name and Principal Position
Plan Name
Number
of Years
Credited
Service
Present
Value of
Accumulated
Benefit (a)
Payments
During Last
Fiscal Year
Lance M. Fritz
Chairman, President & CEO
Basic Plan
 
17.5000
 
$
680,675
 
$
0
 
Supplemental Plan
 
17.5000
 
 
7,578,964
 
 
0
 
Robert M. Knight, Jr.
EVP & Chief Financial Officer
Basic Plan
 
37.5833
 
 
1,628,970
 
 
0
 
Supplemental Plan
 
37.5833
 
 
12,220,339
 
 
0
 
Cameron A. Scott
EVP & Chief Operating Officer
Basic Plan
 
26.5000
 
 
1,155,493
 
 
0
 
Supplemental Plan
 
26.5000
 
 
4,948,222
 
 
0
 
Rhonda S. Ferguson
EVP & Chief Legal Officer (b)
Basic Plan
 
1.5000
 
 
0
 
 
0
 
Supplemental Plan
 
1.5000
 
 
0
 
 
0
 
Elizabeth F. Whited
EVP & Chief Marketing Officer
Basic Plan
 
30.0000
 
 
1,121,210
 
 
0
 
Supplemental Plan
 
30.0000
 
 
1,758,143
 
 
0
 
Eric L. Butler
Retired Senior Vice President
Basic Plan
 
31.6667
 
 
1,411,285
 
 
0
 
Supplemental Plan
 
31.6667
 
 
6,746,086
 
 
0
 
NAME AND PRINCIPAL POSITION
PLAN NAME
NUMBER
OF YEARS
CREDITED
SERVICE
PRESENT
VALUE OF
ACCUMULATED
BENEFIT (a)
PAYMENTS
DURING LAST
FISCAL YEAR
Lance M. Fritz
Chairman, President & CEO
Basic Plan
19.5000
$983,276
$0
Supplemental Plan
19.5000
11,429,162
0
Vincenzo J. Vena
Chief Operating Officer (b)
Basic Plan
0
0
0
Supplemental Plan
0
0
0
Robert M. Knight, Jr.
Retired EVP & Chief Financial Officer
Basic Plan
39.5833
2,141,026
0
Supplemental Plan
39.5833
15,619,547
0
Rhonda S. Ferguson
EVP, Chief Legal Officer & Corp Secretary (c)
Basic Plan
3.5000
0
0
Supplemental Plan
3.5000
0
0
Elizabeth F. Whited
EVP & Chief Human Resources Officer
Basic Plan
32.0000
1,366,364
0
​Supplemental Plan
32.0000
4,161,145
0
(a)
Present values for Messrs. Knight, ScottFritz and ButlerKnight are based on the single life annuity payable at age 65 and include the present values of the joint life benefit (amount payable to the surviving spouse upon participant’s death). As of December 31, 2017, Mr. Fritz and2019, Ms. Whited werewas not eligible for the surviving spouse benefit. We do not have a lump-sum payment option under our plans.
(b)
(b)Mr. Vena was elected Chief Operating Officer on January 14, 2019. A pension benefit is not offered to employees after the plans closed to new entrants on January 1, 2018.
(c)
Ms. Ferguson was elected Executive Vice President and Chief Legal Officer on July 1, 2016. A pension benefit is not offered to employees until they obtain at least five years of vesting service.

Pensions for our NEOs are provided through the Pension Plan for Salaried Employees of Union Pacific Corporation and Affiliates (Basic Plan) and the Supplemental Pension Plan for Officers and Managers of Union Pacific Corporation and Affiliates (Supplemental Plan). The pension benefit formula for both the Basic Plan and the Supplemental Plan is (i) 1.667% of final average compensation times credited service (up to 30 years), plus (ii) 1% of final average compensation times credited service above 30 years (not to exceed 40 years) minus (iii) 1.5% of Social Security or Railroad Retirement benefit times credited service (not to exceed 40 years). The amount of the annual pension benefit from both Plans is based upon final average compensation for the 36 consecutive months of highest regular compensation (base salary and up to three annual bonus plan awards within the 36-month period) within the 120-month period immediately preceding retirement. Credited service includes the years and months of service as a non-agreement employee and may include certain periods of agreement service or service with an acquired company. Both the Basic Plan and the Supplemental Plan were amended effective January 1, 2018 to provide that an employee hired or rehired on or after January 1, 2018, or who otherwise was not accruing a benefit under the Basic Plan on December 31, 2017 is not eligible to participate in the Basic Plan or the Supplemental Plan.

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The Supplemental Plan is an unfunded non-contributory plan that, unlike the Basic Plan, provides for the grant of additional years of service and deemed age, for the inclusion of compensation in excess of IRS prescribed limits ($270,000280,000 for 2017)2019) and deferred annual bonuses in the calculation of final average compensation and for any benefit in excess of limitations provided for under Section 415(b) of the Code (for 2017,2019, the lesser of 100% of the executive’s compensation or $215,000)$225,000). The Committee may grant additional years of service and deemed age credit to any participant as it determines appropriate.

Under both the Basic Plan and the Supplemental Plan, an executive’s age and vesting service upon termination of employment with the Company determines whether the executive is eligible for a normal retirement, early retirement, postponed retirement, or a vested benefit. Vesting service generally includes all service while an employee is with the Company, whether or not the employment counts as credited service. Normal retirement is offered to employees who end their employment at or after age 65 and benefits are not reduced. Early retirement is offered to employees who end their employment between ages 55 and 65 and have at least ten years of vesting service. Postponed retirement is when an employee continues employment past age 65. The benefit is reduced if payments begin before age 65, to reflect the expectation that benefits will be paid over a longer period of time. A vested benefit is offered to employees who end their employment before age 65 with at least five years of vesting service but less than ten years of vesting service. This benefit is available as early as age 55. The benefit is reduced if payments begin before age 65. However, those reductions will be greater than those applied if the employee was eligible for early retirement. As of December 31, 2017, Messrs. Knight,2019, Mr. ScottFritz and Mr. ButlerKnight were eligible for early retirement under both Plans. Mr. Fritz and Ms. Whited werewas eligible for vested benefits under both Plans. Ms. Ferguson was elected Executive Vice President and Chief Legal Officer on July 1, 2016. A pension benefit is not offered to employees until they obtain at least five years of vesting service.

Mr. Vena was elected Chief Operating Officer on January 14, 2019. A pension benefit is not offered to employees after the Plans closed to new entrants on January 1, 2018.

Benefits from both Plans are normally paid as a single life annuity providing monthly benefits for the employee’s life. The employee may waive the single life annuity to receive the benefit in a different optional form. Subject to eligibility conditions, the available optional forms of benefit include: 25%, 50%, 75%, or 100% Joint and Survivor Annuity; 10-Year Certain and Continuous; or Level Income. All optional forms of benefit are actuarially equal in value to the single life annuity. The Plans do not offer a lump-sum payment as an optional form. No NEO received any payments under either Plan during 2017.

2019.

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Nonqualified Deferred Compensation at 20172019 Fiscal Year-End


The Company has two non-qualified deferred compensation plans: the Supplemental Thrift Plan, which permits an executive to defer amounts from base salary; and the Deferred Compensation Plan, which permits deferral of bonuses awarded under the Executive Incentive Plan and deferral of stock unit awards made under the 2004 Stock Incentive Plan and the 2013 Stock Incentive Plan (the Stock Incentive Plans). Each of these arrangements represents unfunded, unsecured obligations of the Company. The table below shows NEO and Company allocations under these arrangements, earnings accrued on all amounts that the Named Executive OfficersNEOs have deferred under the plans and the balances under each plan as of December 31, 2017.2019. Executive incentive bonus deferrals and stock unit award deferrals under the Deferred Compensation Plan are shown separately.

Name and Principal
Position
Plan Name
Executive
Contributions
in Last Fiscal
Year (a)
Company
Contributions
in Last Fiscal
Year (b)
Aggregate
Earnings/
(Loss) in
Last Fiscal
Year (c)
Aggregate
Withdrawals/
Distributions
Aggregate
Balance at
Last Fiscal
Year End
(d) (e)
Lance M. Fritz
Chairman,
President & CEO
Supplemental Thrift
$
48,800
 
$
24,400
 
$
78,378
 
$
0
 
$
448,614
 
Executive Incentive Deferral
 
0
 
 
0
 
 
5,936
 
 
0
 
 
185,278
 
Deferral of Stock Unit Awards
 
717,332
 
 
0
 
 
1,522,866
 
 
0
 
 
6,533,055
 
Robert M. Knight, Jr.
EVP & Chief
Financial Officer
Supplemental Thrift
 
19,000
 
 
9,500
 
 
86,609
 
 
0
 
 
585,625
 
Executive Incentive Deferral
 
0
 
 
0
 
 
18,241
 
 
0
 
 
160,543
 
Deferral of Stock Unit Awards
 
0
 
 
0
 
 
6,288,581
 
 
0
 
 
25,860,197
 
Cameron A. Scott
EVP & Chief
Operating Officer
Supplemental Thrift
 
0
 
 
0
 
 
0
 
 
0
 
 
0
 
Executive Incentive Deferral
 
0
 
 
0
 
 
0
 
 
0
 
 
0
 
Deferral of Stock Unit Awards
 
0
 
 
0
 
 
0
 
 
0
 
 
0
 
Rhonda S. Ferguson
EVP & Chief
Legal Officer
Supplemental Thrift
 
11,433
 
 
4,900
 
 
404
 
 
0
 
 
16,737
 
Executive Incentive Deferral
 
0
 
 
0
 
 
0
 
 
0
 
 
0
 
Deferral of Stock Unit Awards
 
0
 
 
0
 
 
0
 
 
0
 
 
0
 
Elizabeth F. Whited
EVP & Chief
Marketing Officer
Supplemental Thrift
 
7,590
 
 
3,795
 
 
414
 
 
0
 
 
13,215
 
Executive Incentive Deferral
 
71,250
 
 
 
 
 
103,861
 
 
172,029
 
 
734,643
 
Deferral of Stock Unit Awards
 
0
 
 
 
 
 
44,347
 
 
0
 
 
182,366
 
Eric L. Butler
Retired Senior Vice President
Supplemental Thrift
 
0
 
 
0
 
 
69,721
 
 
0
 
 
347,685
 
Executive Incentive Deferral
 
0
 
 
0
 
 
5,855
 
 
0
 
 
46,361
 
Deferral of Stock Unit Awards
 
0
 
 
0
 
 
0
 
 
0
 
 
0
 
NAME AND PRINCIPAL
POSITION
PLAN NAME
EXECUTIVE
CONTRIBUTIONS
IN LAST FISCAL
YEAR (a)
COMPANY
CONTRIBUTIONS
IN LAST FISCAL
YEAR (b)
AGGREGATE
EARNINGS/
(LOSS) IN
LAST FISCAL
YEAR (c)
AGGREGATE
WITHDRAWALS/
DISTRIBUTIONS
AGGREGATE
BALANCE AT
LAST FISCAL
YEAR END
(d) (e)
Lance M. Fritz
Chairman,
President & CEO
Supplemental Thrift
 $53,450
 $26,725
$138,474
$0
 $692,850
Executive Incentive Deferral
0
0
7,258
0
198,280
Deferral of Stock Unit Awards
0
0
996,996
0
4,235,126
Vincenzo J. Vena
Chief Operating Officer
Supplemental Thrift
0
0
0
0
0
Executive Incentive Deferral
0
0
0
0
0
Deferral of Stock Unit Awards
0
0
0
0
0
Robert M. Knight, Jr.
Retired EVP & Chief
Financial Officer
Supplemental Thrift
 290,190
 10,095
157,527
0
749,721
Executive Incentive Deferral
0
0
39,231
0
 186,088
Deferral of Stock Unit Awards
0
0
9,168,655
0
  36,400,304
Rhonda S. Ferguson
EVP, Chief Legal
Officer & Corp
Secretary
Supplemental Thrift
0
0
8,856
0
41,435
Executive Incentive Deferral
0
0
0
0
0
Deferral of Stock Unit Awards
0
0
0
0
0
Elizabeth F. Whited
EVP & Chief Human
Resources Officer
Supplemental Thrift
16,425
5,475
2,375
0
54,235
Executive Incentive Deferral
121,600
0
95,576
118,303
581,556
Deferral of Stock Unit Awards
139,202
0
118,462
0
569,825
(a)
Executive Contributions in the Last Fiscal Year under the Supplemental Thrift Plan are amounts that are also reported in the Salary column in the Summary Compensation Table.Table
(b)
Company Contributions in the Last Fiscal Year were reported as All Other Compensation in the Summary Compensation Table for 2017.2019.
(c)
Aggregate Earnings on deferred stock unit awards represent appreciation in the value of Company common stock and dividend equivalents, which are deemed to be reinvested in Company common stock.
(d)
Amounts reported in Aggregate Balance at Last Fiscal Year End that were reported in the Salary column of the Summary Compensation Table for 20162018 and 2015,2017, but deferred under the Supplemental Thrift Plan are, for Mr. Fritz, $44,100$52,001 and $42,060;$48,800; Mr. Knight, $18,600$19,590 and $18,070;$19,000; Ms. Ferguson, $12,833 and $11,433; and Ms. Whited $0$13,121 and $570; and Mr. Butler $15,400 and $19,125,$7,590, respectively. Amounts reported in Aggregate Balance at Last Fiscal Year End that were reported in the All Other Compensation column of the Summary Compensation Table for 20162018 and 2015,2017, representing Company contributions to the Supplemental Thrift Plan are, for Mr. Fritz, $22,050$26,000 and $21,030;$24,400; Mr. Knight, $9,300$9,795 and $9,035;$9,500; Ms. Ferguson, $5,500 and $4,900; and Ms. Whited $0$4,921 and $285; and Mr. Butler $6,600 and $6,375,$3,795, respectively.
(e)
The Aggregate Balance at Last Fiscal Year End for deferred stock unit awards represents 48,71823,426 shares of Company common stock for Mr. Fritz, 192,843201,340 shares for Mr. Knight and 1,3603,152 shares for Ms. Whited.
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Deferral Amounts

Supplemental Thrift Plan. The Supplemental Thrift Plan is available to executives who otherwise participate in the Company’s Thrift Plan, which is a defined contribution plan intended to be a plan qualified under Section

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401(a) of the Code. The Qualified Thrift Plan permits executives to contribute, on a pre-tax, Roth and/or after-tax basis from 2% to 75% (combined) of base salary through payroll deductions. An executive is not permitted to defer amounts from base salary under the terms of the Supplemental Thrift Plan until the earlier of the following: (i) the amount of base salary paid to the executive during the year equals the IRS prescribed limit ($270,000280,000 for 2017)2019); or (ii) the contributions to the Qualified Thrift Plan made by or on behalf of the executive (including matching contributions) equal the IRS prescribed annual addition limit under Section 415(c) of the Code ($54,00056,000 in 2017)2019). An executive who has elected to participate in the Supplemental Thrift Plan before the start of the calendar year in which one of these limits is reached will have payroll deductions on a pre-tax basis continued from his/her base pay for the remainder of the calendar year in an amountat a percentage that may differ from the pre-tax and/or after-tax deferralspercentage rate(s) the executive elected to make tounder the Qualified Thrift Plan as of the first day of the calendar year. Under the Supplemental Thrift Plan, the executive may defer from 2% to 75% of base salary. Currently and unless the changes described in the following paragraph apply to the executive, the Company credits a matching amount equal to 50 cents of each dollar an executive defers to the Supplemental Thrift Plan for a pay period up to 6% of the executive’s base pay.

The Supplemental Thrift Plan was amended effective January 1, 2018, as part of the changes made to the Company’s overall retirement plan design strategy, including closing the Company’s pension plan for certain employees (see pagepages 7265) and 66). The Supplemental Thrift Plan changes will apply to an executive hired or rehired by the Company on or after January 1, 2018, or who was not accruing a benefit under the Pension Plan for Salaried Employees of Union Pacific Corporation and Affiliates on December 31, 2017 (a “Post-2017 Executive”). The same general rules described above regarding executive deferrals continue to apply to Post-2017 Executives, except that the matching amount the Company credits under the Supplemental Thrift Plan is $1 for every dollar a Post-2017 Executive defers to the Supplemental Thrift Plan for a pay period up to 6% of the Post-2017 Executive’s base salary. Furthermore, a Non-Elective Contribution feature (“NEC”) was added to both the Qualified Thrift Plan and Supplemental Thrift Plan. The NEC amount equals 3% of the Post-2017 Executive’s base salary for the calendar year. The NEC amount credited on behalf of a Post-2017 Executive under the Supplemental Thrift Plan for a calendar year is the difference between the NEC calculated under the terms of the Qualified Thrift Plan (but determined without regard to the IRS limits described in the paragraph above) and the amount of the NEC actually contributed to the Qualified Thrift Plan on behalf of the Post-2017 Executive after taking into account those limits. The NEC amount contributed to the Qualified Thrift Plan or credited to the Supplemental Thrift Plan is determined in January of the year immediately following the year to which the NEC is attributable.

Deferred Compensation Plan. The Deferred Compensation Plan allows for the deferral of all or a portion of a bonus awarded under the Executive Incentive Plan and for the deferral of payment of stock units, both retention and performance based, awarded under the Stock Incentive Plans.Plan. An executive must elect by June 30th of the calendar year for which the bonus amount is awarded whether to defer any or all of his or her bonus award for such year. For retention stock units, an executiveexecutive’s election to defer payment of a vested award must electbe made prior to the beginning of the calendar year for which athe retention stock unit award is madegranted to him or her whether to defer such award when it vests.the executive. For performance stock units, an executive must elect by June 30th of the first year of the three year performance period whether to defer the payment of the entire award of vested and earned performance stock units earned.

units.

Rate of Return Provisions

Notional accounts in the Supplemental Thrift Plan and in the Deferred Compensation Plan for bonus amounts deferred are deemed to be invested in one or more of 12 mutual funds and the Vanguard Target Retirement Funds, as well as a Company common stock fund,investment options offered in the Qualified Thrift Plan, as selected by the participating executive. Notional accounts in the Deferred Compensation Plan for bonus amounts deferred currently can be invested in the same investment options, along with the Company’s Fixed Rate Fund that bears interest equal to 120% of the Applicable Federal Long-Term Annual rate for January of the applicable year. The Vanguard Group administers all notional accounts. Executives can generally transfer amounts between investment funds each business day. Earnings reflect the increase or decrease in the value of those investment funds and any interest or dividends earned by those funds, to the same extent as if amounts were actually invested in those investment funds. Additionally, notional
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Notional accounts in the Deferred Compensation Plan for bonus amountsstock units deferred can beare invested in notional shares of the Company’s Fixed Rate Fund that bears interest equal to 120% of the Applicable Federal Long-Term Annual rate for January of the applicable year.

common stock. The value of each stock unit deferred is equivalent to that of one share of Company common stock. These amounts are tracked through notional accounts maintained by the Company. Notional accounts in the

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Deferred Compensation Plan for stock units deferred are invested in notional shares of the Company’s common stock. Amounts equivalent to the dividends paid on Company common stock are added to an executive’s notional account when actual dividends are paid and are credited as reinvested in additional notional shares.

These amounts are tracked through notional accounts maintained by the Company.

Payment Elections, Withdrawals and Distributions

The Company adopted amended and restated plans effective as of January 1, 2009, in order to satisfy the requirements of Section 409A of the Code. Non-qualified deferred compensation amounts not subject to Section 409A of the Code, (i.e., amounts credited to an executive’s notional account as of December 31, 2004, and earnings thereon), are available for distribution or withdrawal in accordance with the terms of the Grandfathered Component of the Supplemental Thrift Plan or the Grandfathered Component of the Deferred Compensation Plan, as applicable. Non-qualified deferred compensation amounts subject to Section 409A of the Code, (i.e., amounts credited to an executive’s notional account on and after January 1, 2005, and earnings thereon), are available for distribution in accordance with the terms of the Non-Grandfathered Component of the Supplemental Thrift Plan or Non-Grandfathered Component of the Deferred Compensation Plan, as applicable.

409A Non-Grandfathered Components-Supplemental Thrift and Deferred Compensation Plans

NEOs made payment elections with respect to their then-existing notional account balances under the Non-Grandfathered Component of both the Supplemental Thrift Plan and the Deferred Compensation Plan prior to the end of 2008. Generally speaking, NEOs who first participated in the Non-Grandfathered Component of the Supplemental Thrift Plan in 2009 or later may make a payment election under the Non-Grandfathered Component of the Supplemental Thrift Plan in the calendar year prior to the calendar year his or her initial deferral election becomes effective. A payment election made under the Non-Grandfathered Component of the Supplemental Thrift Plan also will apply with respect to compensation an executive elects to defer in the future under the Non-Grandfathered Component of the Supplemental Thrift Plan. Executives may make a separate payment election with respect to each bonus, retention stock unit or performance stock unit award deferred under the Non-Grandfathered Component of the Deferred Compensation Plan at the same time the deferral election is made. Generally, the same payment option must be elected for all awards of the same type (i.e., bonus or stock units) deferred to separation from service under the Non-Grandfathered Deferred Compensation Plan.

The Non-Grandfathered Component of both the Supplemental Thrift Plan and Deferred Compensation Plan provide the following payment options: (i) a single lump-sum distribution at separation from service or in January of the next year following separation from service, (ii) annual installments over a period not exceeding 15 years, with the initial installment being paid as soon as administratively practicable following the executive’s separation from service or in January of the year next following such separation from service, or (iii) a single lump-sum distribution atin January of a specified future dateyear that is not to exceedearlier than 2 years and not later than 15 years fromfollowing the executive’s separation from service. However, if the executive first participates in the Non-Grandfathered Component of the Supplemental Thrift Plan after December 31, 2017, the single sum or installment payments described above cannot be made or commence before the January of the year following the year in which the executive separates from service. The Non-Grandfathered Component of the Deferred Compensation Plan also permits an executive to elect to receive payment at the earlier of: (i) July of a year specified by the executive, or (ii) separation from service. In no case, however, will an amount payable on account of a NEO’s separation from service be paid from either Non-Grandfathered Component before the date that is six months after such executive’s separation from service.

Generally speaking, under both plans, an executive who does not make a timely election will receive the Non-Grandfathered Component of his or her notional account at the time of his or her separation from service in a single lump-sum payment, subject to the six-month delay as described in the last sentence of the immediately preceding paragraph. However, an executive who first participates in the Non-Grandfathered Component of the Supplemental Thrift Plan after December 31, 2017 and who does not make a timely election
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will receive his or her notional account in January of the year following the executive’s separation from service, subject to the six-month delay rule. In the event an executive dies before receiving payment of his or her entire notional account balance, the unpaid balance is paid in a single lump-sum to the executive’s beneficiary.

Generally, no withdrawals are permitted from the notional accounts maintained in connection with the Non-Grandfathered Components of either the Supplemental Thrift Plan or the Deferred Compensation Plan prior to the executive’s separation from service.

Under the terms applicable to the Non-Grandfathered Components of the Deferred Compensation Plan and the Supplemental Thrift Plan, an executive may modify his or her payment election if such modification

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election is made prior to the executive’s separation from service and at least 12 months prior to the date payments would have commenced in accordance with the prior election. In addition, the modification must have the effect of postponing the payment commencement date by at least five years.

409A Grandfathered Components-SupplementalComponents—Supplemental Thrift and Deferred Compensation Plans

An executive can take a withdrawal in cash from the Grandfathered Component of his or her notional account under the Supplemental Thrift Plan or the Deferred Compensation Plan prior to separation from service, provided that 10% of the amount withdrawn will be irrevocably forfeited by the executive.

Following an executive’s separation from service, the general rule is that an executive’s notional account under the Grandfathered Component of either plan is distributed in a single sum cash payment as soon as administratively practicable. However, an executive can elect at least six months prior to his or her separation from service and in the calendar year preceding such separation from service that such component be paid:paid under one of the following payment options: (i) in a single sum cash payment at separation from service or in January of the year next following his or her separation from service, (ii) in annual installments over a period not exceeding 15 years, with the initial installment being paid as soon as administratively practicable following the executive’s separation from service or in January of the year next following such separation from service, or (iii) in a single sum cash payment atin January of a specified future dateyear that is not to exceedlater than 15 years fromfollowing the executive’s separation from service. The Grandfathered Component of the Deferred Compensation Plan also permits an executive to elect to receive payment at the earlier of: (i) July of a year specified by the executive, or (ii) separation from service. This election may be changed at least six months prior to the fixedscheduled payment date and in the calendar year preceding such date. With respect to the Grandfathered Component of the Supplemental Thrift Plan, an executive’s payment election applies to the executive’s entire notional account balance. With respect to the Grandfathered Component of the Deferred Compensation Plan, an executive may make a separate payment election for each bonus award under the Executive Incentive Plan or stock unit award under the Stock Incentive Plans;Plan; provided that the executive must elect the same payment option for all such awards of the same type (i.e., bonus or stock units) deferred to separation from service.


Potential Payments Upon Separation from Service, Change-In-Control or Death or Disability


The information below describes certain compensation that would have become payable by the Company under existing plans assuming a separation from service or change-in-control and separation from service occurred on December 31, 20172019 (based upon the Company’s closing stock price on December 29, 201731, 2019 of $134.10)$180.79), given the NEOs’ current compensation and service levels as of such date. The benefits discussed below are in addition to those generally available to all salaried employees, such as distributions under the qualified Pension Plan for Salaried Employees, health care benefits and disability benefits. In addition, these benefits do not take into account any arrangements that do not currently exist but may be offered by the Company in connection with an actual separation from service or a change-in-control or other factors that may vary from time to time. Due to the number of different factors that affect the nature and amount of any benefits provided in connection with these events, actual amounts payable to any of the NEOs should a separation from service or change-in-control occur during the year will likely differ, perhaps significantly, from the amounts reported below. Factors that could affect such amounts include the timing during the year of the event, the Company’s stock price, the target amounts payable under annual and long-term incentive arrangements that are in place at the time of the event, and the executive’s age.

Mr. Butler retired February 28, 2018. In connection with Mr. Butler’s retirement and in consideration for his service to the Company, the Board of Directors of the Company, acting upon the recommendation of the Compensation and Benefits Committee, approved on February 8, 2018, the vesting of all of Mr. Butler’s outstanding retention stock units and the pro-rata vesting of his outstanding performance stock unit awards. The amount of shares, if any, received under the pro-rata vesting will depend on the achievement of the applicable performance criteria at the end of the performance period. The remainder of Mr. Butler’s unvested outstanding stock awards will be forfeited upon his retirement.

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Mr. Knight retired December 31, 2019 and began receiving the amounts shown in the Pension Benefits at 2019 Fiscal Year End Table on page 65 and in the Non Qualified Deferred Compensation at 2019 Fiscal Year End Table on page 67. The terms of Mr. Knight’s equity awards as described in the Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table on page 60 provided for vesting upon attainment of age 62 with 10 years of service under the Company’s pension plan provided he remain employed through September 30, 2019. The Compensation and Benefits Committee did not waive any restriction periods or employment requirements in connection with Mr. Knight’s unvested equity awards. All references to “NEOs” that follow in this section titled Potential Payments Upon Separation from Service,

Change-In-Control or Death or Disability exclude Mr. Knight.

Separation from Service
In the event of the separation from service of any of the NEOs on December 31, 2017,2019, for any reason, the executive would be entitled to the executive’s accumulated retirement benefits under the Basic and Supplemental Plans in the payment forms set forth in the Pension Benefits at 20172019 Fiscal Year-End Table on page 7265. Under both Plans, the executive must be at least age 55 and have 5 years of service (including deemed service under the Supplemental Plan) with the Company, or at least age 65 regardless of years of service, for benefits to be payable immediately. Assuming a termination date of December 31, 2017, Messrs. Knight, Scott and Butler were2019, Mr. Fritz was eligible to begin benefits immediately at January 1, 2018. The monthly amount payable as a single life annuity under the Supplemental Plan for Mr. Knight was $71,834, Mr. Scott was $22,516 and for Mr. Butler was $33,551. Assuming a termination date of December 31, 2017, Mr. Fritz would be eligible to begin his benefit on February 1, 2018 and Ms. Whited would be eligible to begin her benefit August 1, 2020. The monthly amount payable as a single life annuity under the Supplemental Plan for Mr. Fritz was $52,542. Assuming a termination date of December 31, 2019, Ms. Whited would be $26,628 andeligible to begin her benefit on August 1, 2020. The monthly amount payable as a single life annuity under the Supplemental Plan for Ms. Whited would be $6,337.

$15,486.

Each of the NEOs would also be entitled to the amount shown in the Nonqualified Deferred Compensation at 20172019 Fiscal Year-End Table on page 7467. Notional returns continue to be credited and debited under these plans through the actual payment date, so amounts may differ at the time of an actual separation from service or change-in-control.

For any unvested equity awards, the Compensation and Benefits Committee may, but is not required to, waive the related restriction period and/or employment requirements. As described in the Narrative Disclosure to the Summary Compensation Table and Grants of Plan-Based Awards Table on page 67,61, the 20172019 equity awards provided for satisfaction of the continued employment requirement if an executive attains age 62 with 10 years of service under the Company’s pension plan and remains employed until September 30th in the year of grant.

Change-in-Control

The Continuity Plan provides severance benefits to the NEOs in the event (i) a change-in-control occurs and (ii) the NEO incurs a severance within the two-year period following such change-in-control. Severance means a separation from service (as such term is defined in Section 409A of the Code and the regulations promulgated thereunder): (i) by the Company other than for cause or pursuant to mandatory retirement policies in existence prior to the change-in-control, or (ii) by the NEO for good reason.

Under the Continuity Plan, a change-in-control means any of the following:

any “person,” as defined in the Exchange Act, becomes the “beneficial owner,” as defined in the Exchange Act, of 20% or more of our outstanding voting securities;
there is a change in 50% of the composition of the Board of Directors (such change must be due to new directors not recommended by the Board);
a merger, consolidation or reorganization that results in our shareholders holding 50% or less of the outstanding voting securities of the post-transaction entity; or
a liquidation, dissolution or sale of all or substantially all of our assets.

The Continuity Plan defines a severance “for cause” if it is for any of the following reasons: (i) the NEO has willfully and continually failed to substantially perform his duties, or (ii) the NEO has willfully engaged in conduct that is demonstrably injurious to the Company, monetarily or otherwise.

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A severance of the NEO is for “good reason” if it is for any of the following reasons: (i) the assignment to the NEO of duties that are materially inconsistent with the NEO’s duties immediately prior to the change-in-control or any material diminution in the nature or scope of the NEO’s responsibilities from those in effect immediately prior to the change-in-control; (ii) a reduction in the NEO’s base salary or annual bonus opportunity in effect immediately prior to the change-in-control; provided, however, that such reduction results in a material diminution in the total package of compensation and benefits provided to the NEO; (iii) a material reduction in the NEO’s pension, thrift, medical or long term disability benefits provided to the NEO

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immediately prior to the change-in-control; provided, however, that such reduction results in a material diminution in the total package of compensation and benefits provided to the NEO; or (iv) the failure by any successor, to all or substantially all of the business and/or assets of the Company, to expressly assume and agree to perform under the Continuity Plan.

In the event of a qualifying severance following a change-in-control, each of the NEOs receives a lump-sum severance payment equal to the sum of (i) his annual base salary in effect at the time of his severance and (ii) the average annual bonus earned under the Executive Incentive Plan in the most recent three calendar years; multiplied by 3 for Mr. Fritz and by 2 for Messrs. Knight and Scott,Mr. Vena, Ms. Ferguson and Ms. Whited and Mr. Butler.Whited. The Continuity Plan also provides for automatic vesting in the Company’s Supplemental Pension Plan and the receipt of an additional three years of age and service credit, not to exceed age 65 and 40 years of service. The age and service credit is solely for purposes of determining the amount of any benefit from the Company’s Supplemental Pension Plan.

The Continuity Plan provides in the event of a qualifying severance following a change-in-control that all restrictions on outstanding retention stock units awarded to each NEO lapse and all unvested stock options granted to each NEO vest and become exercisable for a period of three years (or five years if the NEO is retirement eligible) from the NEO’s separation from service. In no event will the period exceed the remaining term of the option. For outstanding performance stock units, the NEO will be entitled to receive shares equal to the number of performance stock units at the greater of (i) the target level of performance criteria or (ii) the level of performance criteria actually achieved through the end of each year prior to the date of the change-in-control and through the end of the most recent fiscal quarter ending prior to the date of the change-in-control.

Other benefits under the Continuity Plan include the continuation of health insurance and dental insurance for three years following a NEO’s severance (or, if sooner, until the NEO attains the age of 52, at which time the NEO is eligible to receive benefits under the Company’s retiree medical benefit plans); provided, however, that (i) the NEO will pay the fair market value of such coverage (active or retiree, as applicable) as determined under Section 61 of the Code and the regulations promulgated thereunder, and (ii) benefit amounts received by the NEO will be reduced by any benefits received by the NEO from a subsequent employer.

At its February 2014 meeting, the Committee recommended, and the Board approved, the amendment of the Continuity Plan to remove the excise tax gross-up. As a result, none of the NEOs are currently eligible to receive any excise tax gross-up on any severance payment received under the Continuity Plan.

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The table below sets forth the estimated value of the severance payments, welfare benefits, accelerated equity awards and additional pension benefits for each NEO, assuming a change-in-control had occurred as of December 31, 2017,2019, and the NEO’s employment had immediately terminated without cause or for good reason as of that date. Amounts are reported without any reduction for possible delay in the commencement or timing of payments.

Name and Principal
Position
Cash
Severance
Payment
(a)
Supplemental
Pension Plan
Enhancement
(b)
Accelerated
Vesting of
Stock
Options (c)
Accelerated
Vesting of
Retention
Stock and
Performance
Stock Units (d)
Other (e)
Pre-Tax
Total
Lance M. Fritz
Chairman, President & CEO
$
8,900,000
 
$
4,163,941
 
$
14,742,331
 
$
17,105,394
 
$
42,948
 
$
44,954,914
 
Robert M. Knight, Jr.
EVP & Chief Financial Officer
 
3,994,667
 
 
1,952,670
 
 
6,160,184
 
 
13,994,408
 
 
23,226
 
 
26,125,155|
 
Cameron A. Scott
EVP & Chief Operating Officer
 
2,572,667
 
 
1,461,662
 
 
3,065,894
 
 
1,931,210
 
 
23,226
 
 
9,054,659
(f)
Rhonda S. Ferguson
EVP & Chief Legal Officer
 
2,320,000
 
 
167,883
 
 
589,332
 
 
1,364,333
 
 
42,948
 
 
4,484,496
 
Elizabeth F. Whited
EVP & Chief Marketing Officer
 
1,416,667
 
 
769,511
 
 
1,261,422
 
 
1,561,326
 
 
42,948
 
 
5,051,874
 
Eric L. Butler
Retired Senior Vice President
 
2,717,333
 
 
1,559,359
 
 
3,109,623
 
 
10,052,538
 
 
23,226
 
 
17,462,079
 
NAME AND PRINCIPAL
POSITION
CASH
SEVERANCE
PAYMENT
(a)
SUPPLEMENTAL
PENSION PLAN
ENHANCEMENT
(b)
ACCELERATED
VESTING OF
STOCK
OPTIONS (c)
ACCELERATED
VESTING OF
RETENTION
STOCK AND
PERFORMANCE
STOCK UNITS (d)
OTHER (e)
PRE-TAX
TOTAL
Lance M. Fritz
Chairman, President & CEO
$2,621,938
$3,483,516
$13,478,944
$33,196,478
$25,761
$52,806,637(f)
Vincenzo J. Vena
Chief Operating Officer
1,200,000
0
1,464,705
2,819,605
47,736
5,532,041
Rhonda S. Ferguson
EVP Chief Legal Officer & Corp Secretary
2,515,000
706,535
1,949,556
4,993,058
47,736
10,221,885
Elizabeth F. Whited
EVP & Chief Human Resources Officer
1,149,655
1,652,366
1,814,849
3,973,944
47,736
  8,638,550(f)
(a)
This amount is based on 20172019 salary and three-year average bonus multiplied by the Continuity Plan severance multiple.
(b)
This amount represents the present value of an additional three years of service credit (up to a maximum of 40 years), three years of Supplemental Plan age (up to a maximum of 65 years), and reductions for early retirement.
(c)
This amount is based upon the difference between the exercise price of the options and the Company’s closing stock price on December 29, 2017,31, 2019, of $134.10.$180.79.
(d)
This amount is based on the Company’s closing stock price on December 29, 2017,31, 2019, of $134.10$180.79 and assumed a payout of performance stock unitsuntis at target levels forof performance cycles ending December 31, 20182020 and December 31, 2019;2021; assumes 60%200% of target earned for performance cycle ending December 31, 2017.2019.
(e)
For a termination as of December 31, 2017,2019, this amount includes the cost of medical premiums paid by the Company for three years and assumes no benefit reduction from a subsequent employer.
(f)
The amount of accelerated vesting of equityseverance benefits in this table was reduced by $1,456,290$6,828,062 for Mr. ScottFritz and $838,345 for Ms. Whited in order to avoid the characterization of the total severance benefit as an excess parachute payment under Section 280G of the Code.

Death or Disability

In the event the NEO ceases to be an employee by way of death or disability under the Company’s long-term disability plan, the NEO would be entitled to receive shares of stock equal to the number of outstanding performance stock units earned through the end of the fiscal year ending prior to the date of his death or disability. All unvested retention stock units and stock options would vest immediately. The NEO or his designated beneficiary will have the lesser of five years from the date of death or disability or the remaining life of the option to exercise any outstanding stock options.

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Set forth below is the estimated value of the accelerated vesting of performance stock units, retention stock units and stock options for each NEO, as of December 31, 2017.

Name
Accelerated
Vesting of
Performance
Stock Units (a)
Accelerated
Vesting of
Retention
Stock Units (b)
Accelerated
Vesting of
Stock
Options (c)
Lance M. Fritz
Chairman, President & CEO
$
6,553,199
 
$
5,561,932
 
$
14,742,331
 
Robert M. Knight, Jr.
EVP & Chief Financial Officer
 
2,878,725
 
 
9,113,704
 
 
6,160,184
 
Cameron A. Scott
EVP & Chief Operating Officer
 
1,279,716
 
 
1,085,808
 
 
3,065,894
 
Rhonda S. Ferguson
EVP & Chief Legal Officer
 
208,391
 
 
739,159
 
 
589,332
 
Elizabeth F. Whited
EVP & Chief Marketing Officer
 
565,366
 
 
548,469
 
 
1,261,422
 
Eric L. Butler
Retired Senior Vice President
 
1,450,023
 
 
7,580,539
 
 
3,109,623
 
2019.
NAME
ACCELERATED
VESTING OF
PERFORMANCE
STOCK UNITS (a)
ACCELERATED
VESTING OF
RETENTION
STOCK UNITS (b)
ACCELERATED
VESTING OF
STOCK
OPTIONS (c)
Lance M. Fritz
Chairman, President & CEO
$20,367,982
$6,111,425
$13,478,944
Vincenzo J. Vena
Chief Operating Officer
1,409,800
0
1,464,705
Rhonda S. Ferguson
EVP Chief Legal Officer & Corp Secretary
2,745,658
1,213,824
1,949,556
Elizabeth F. Whited
EVP & Chief Human Resources Officer
2,323,694
616,675
1,814,849
(a)
(a)The amount is based on the Company’s closing stock price on December 31, 2019, of $180,79 and assumed a payout of performance stock units at target levels of performance ending December 31, 2020 and December 31, 2021; assumes 200% of target earned for performance cycle ending December 31, 2019. For Mr. Vena, assumes 100% of target earned for performance cycle ending December 31, 2019.
(b)
Amounts are calculated based on the Company’s closing stock price on December 29, 2017,31, 2019, of $134.10 multiplied by the performance stock units earned through the end of the 2017 performance year.
(b)Amounts are calculated based on the Company’s closing stock price on December 29, 2017, of $134.10$180.79 multiplied by retention stock units that are unvested on December 31, 2017.2019.
(c)
Amounts are calculated based on the number of unvested option shares multiplied by the difference in the Company’s closing stock price on December 29, 2017,31, 2019, of $134.10$180.79 and the exercise price on the grant date.

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Pay Ratio Disclosure

Pay Ratio Disclosure

The median 20172019 annual total compensation of all our employees who were employed as of December 31, 20172019 was $82,994.$79,446. The 20172019 annual total compensation of Lance M. Fritz, our Chief Executive Officer (CEO), was $13,764,237.$15,018,400. The resulting CEO pay ratio of these amounts was 166:189:1. The median employee is a locomotive engineeryardman whose compensation is subject to a national collective bargaining agreement.

In determining the median employee, we utilized reasonable estimates. We identified the median employee by examining the 20172019 W-2 box 1 income (Taxable Income) for all individuals who were employed by us on December 31, 2017,2019, other than our CEO. We included all employees, whether employed on a full-time, part-time or seasonal basis except that we excluded our 3529 non-U.S. employees, who are based in Mexico, under the SEC’s de minimis exemption, since these employees represent less than 0.1% of our approximately 46,00042,800 employees. Taxable income for non-seasonal employees who were not employed for the full-year was annualized. The employees were then ranked based on Taxable Income and the median employee selected.

After identifying the median employee based on Taxable Income, we calculated annual total compensation for such employee using the same methodology we use for our Named Executive Officers as set forth in the 20172019 Summary Compensation Table on page 6558.

The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

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Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the number of shares of common stock beneficially owned as of March 9, 201820, 2020 (except as otherwise noted), by (i) each person known to the Company to own more than 5% of the Company’s common stock, (ii) each Named Executive Officer (as defined in the CD&A section of this Proxy Statement under Executive Compensation), (iii) each director or director nominee and (iv) all current directors and executive officers (as designated in the Company’s 20172019 Annual Report on Form 10-K) as a group. The table also sets forth ownership information concerning stock units, the value of which is measured by the price of the common stock. Stock units do not confer voting rights and are not considered beneficially owned shares under SEC rules. The number of common shares and stock units included in the table are adjusted to reflect the Company’s two-for-one stock split on June 6, 2014.

Name
Number of
Shares
Beneficially
Owned (a)
Stock
Units (b)
Percent of
Shares
Outstanding
Andrew H. Card, Jr.
 
18,400
 
 
27,967
 
 
 
*
Erroll B. Davis, Jr.
 
5,151
 
 
34,736
 
 
 
*
David B. Dillon
 
5,082
 
 
5,082
 
 
 
*
Rhonda S. Ferguson
 
7,330
 
 
28,056
 
 
 
*
Lance M. Fritz
 
670,282
 
 
270,379
 
 
 
*
Deborah C. Hopkins
 
4,086
 
 
2,181
 
 
 
*
Robert M. Knight, Jr.
 
503,725
 
 
106,518
 
 
 
*
Jane H. Lute
 
4,051
 
 
2,180
 
 
 
*
Michael R. McCarthy
 
54,838
 
 
45,651
 
 
 
*
Michael W. McConnell
 
19,010
 
 
68,797
 
 
 
*
Thomas F. McLarty III
 
4,000
 
 
27,341
 
 
 
*
Bhavesh V. Patel
 
4,000
 
 
523
 
 
 
*
Steven R. Rogel
 
4,000
 
 
46,519
 
 
 
*
Cameron A. Scott
 
90,662
 
 
55,363
 
 
 
*
Jose H. Villarreal
 
4,811
 
 
21,120
 
 
 
*
Elizabeth F. Whited
 
92,125
 
 
29,324
 
 
 
*
The Vanguard Group (c)
 
62,013,404
 
 
0
 
 
7.87
%
BlackRock, Inc. (d)
 
52,135,521
 
 
0
 
 
6.60
%
All current directors and executive officers
as a group (17 people)
 
1,516,755
 
 
782,607
 
 
 
*
NAME
NUMBER OF
SHARES
BENEFICIALLY
OWNED (a)
STOCK
UNITS (b)
PERCENT OF
SHARES
OUTSTANDING
Andrew H. Card, Jr.
18,400
31,166
*
Erroll B. Davis, Jr.
5,377
38,232
*
William J. DeLaney
5,000
1,331
*
David B. Dillon
4,000
7,276
*
Rhonda S. Ferguson
37,684
39,546
*
Lance M. Fritz
873,910
233,473
*
Deborah C. Hopkins
4,265
5,856
*
Robert M. Knight, Jr.
259,511
40,133
*
Jane H. Lute
4,051
4,246
*
Michael R. McCarthy
54,864
51,813
*
Thomas F. McLarty III
4,000
30,513
*
Bhavesh V. Patel
4,173
2,516
*
Vincenzo J. Vena
34,801
55,056
*
Jose H. Villarreal
5,022
24,018
*
Elizabeth F. Whited
109,701
34,733
*
Christopher J. Williams
0
146
*
The Vanguard Group (c)
59,984,985
0
8.64%
BlackRock, Inc. (d)
46,163,868
0
6.60%
All current directors and executive officers as a group
(19 people)
1,371,198
626,109
*

* Indicates ownership of less than 1%

(a)
Includes the maximum number of shares of common stock that may be acquired within 60 days of March 9, 2018,20, 2020, upon the exercise of stock options as follows: Ms. Ferguson 7,330;28,352; Mr. Fritz 380,140;446,173; Mr. Knight 169,057;0; Mr. Scott 55,596;Vena 27,225 and Ms. Whited 59,493;54,849; and all current directors and executive officers as a group 687,775.670,938. Also included in the number of shares owned by Mr. Fritz, Mr. Knight Mr. Scott and Ms. Whited are 54,169; 192,842; 1,025;41,964; 158,822; and 2,22911,651 deferred stock units, respectively, representing deferred stock option exercise gains and vested retention stock units which they will acquire as shares of common stock at termination of employment or a future designated date.
(b)
(b)
Consists of stock units payable in cash to non-management directors after retirement and held in their Stock Unit Accounts. For a discussion of the Stock Unit Grant and Deferred Compensation Plan for non-management directors, see page 3533. These amounts for the Named Executive Officers consist of 28,056; 270,379; 106,518; 55,363;39,546; 223,473; 40,133; 55,056 and 29,32434,733 unvested stock units owned by Ms. Ferguson, Mr. Fritz, Mr. Knight, Mr. ScottVena, and Ms. Whited awarded under Company stock plans. Stock units do not confer voting rights and are not considered beneficially owned shares of common stock under SEC rules.
(c)
Based solely upon information contained in Schedule 13G/A filed on February 9, 2018,10, 2020, reporting that, as of December 31, 2017,2019, this holder held sole and shared voting power over 1,238,3761,265,478 and 256,308250,727 of these shares, respectively, and sole and shared dispositive power over 60,655,48658,719,131 and 1,357,9181,265,854 of these shares, respectively. The address of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

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(d)
Based solely upon information contained in Schedule 13G/A filed on January 23, 2018,February 5, 2020, reporting that, as of December 31, 2017,2019 this holder held sole and shared voting power over 44,362,80039,452,657 and 0 of these shares, respectively, and sole and shared dispositive power over 52,135,52246,163,868 and 0 of these shares, respectively. The address of BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
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The following table summarizes the equity compensation plans under which our common stock may be issued as of December 31. 2019:
Equity Compensation Plan Information
 
(a)
(b)
(c)
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Number of securities
remaining available for future
issuance under equity
compensation plans
(excluding securities
reflected in column (a))
Equity compensation plans approved by security holders
4,549,180(1)
$113.35(2)
   70,318,887(3)
Total
4,549,180
$113.35
70,318,887
(1)
Includes 1,047,593 retention units that do not have an exercise price. Does not include 1,659,991 retention shares that have been issued and are outstanding.
(2)
Does not include the retention shares described above in footnote 1.
(3)
Consists of 68,948,687 share of Company common stock available for issuance under the Union Pacific Corporation 2013 Stock Incentive Plan and 1,370,200 shares of Company common stock available for issuance under the Union Pacific Corporation 2000 Directors Plan.


Stock Ownership Requirements for Executives


The Company’s Compensation and Benefits Committee believes that stock ownership will better align the interests of our executives, including the Named Executive Officers, with those of our shareholders by enhancing the focus of executives on the long-term success of the Company. We require our executives to achieve and maintain a specified amount of stock ownership acquired primarily through the exercise of options and the receipt of retention stock or retention stock units under our equity compensation programs. Our Stock Ownership Guidelines require that the CEO hold at least seven (7) times annual salary and that the other Named Executive Officers hold at least four (4) times annual salary in stock or stock units. Until the required ownership target is achieved, executives must retain all of the shares of stock they receive from our plans, net of the shares of stock required, if any, to cover tax expense and the cost of exercising options. We do not include the following types of equity interests when calculating stock ownership under these guidelines: (i) unexercised stock options, (ii) unvested retention shares or units, and (iii) any investment in the Company stock fund under the Thrift Plan, the Supplemental Thrift Plan or the Executive Incentive Deferral Plan. As of December 31, 2017,2019, all of the Named Executive Officers were in compliance with stock ownership requirements.


Trading in Derivatives ofHedging Our Common Stock Is Prohibited


The

Company policy prohibits directors and all employees (including the Named Executive Officers)our officers) from hedging activities,Union Pacific common stock, such as (i) buying, selling or writing puts, calls or options related to our common stock and (ii) executing straddles, equity swaps and similar derivative arrangements linked tothat hedge our common stock. In addition, directors and executive officers may not pledge, deliver as collateral, or maintain a margin account or otherwise subjectwith respect to shares of our common stock to any other prohibited security arrangement.stock.


Sales of Our Common Stock by Executive Officers and Directors Under Rule 10b5-1 Trading Plans


Executive officersOfficers (including the Named Executive Officers)Officers and certain other executives in key positions) and directors who meet their applicable ownership requirements as described above may sell shares of our common stock subject to the following restrictions:

Executive officers and directors may only sell shares of our common stock that exceed their ownership target (the Eligible Shares).
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Eligible Shares may be sold only pursuant to a written trading plan designed to comply with SEC Rule 10b5-1, that:
was adopted when a quarterly trading blackout was not in effect and when such executive officer or director was not in possession of material nonpublic information regarding the Company,
has been reviewed and approved by the General Counsel’s office,
Chief Legal Officer,
has been disclosed to the public in a manner determined by the General Counsel’s officeChief Legal Officer (public disclosure may not be required for certain executives who are not executive officers), and
has been in effect for at least 20 trading days from the date of disclosure of the trading plan to the public or approval by the General Counsel’s officeChief Legal Officer for trading plans not announced.

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The total sales by an executive officer or director of Eligible Shares during any calendar year may not exceed 50% of the total shares of our common stock beneficially owned by such executive officer or director using the immediately preceding February 1st measurement date.

For purposes of this policy, the number of shares beneficially owned by an executive officer or director includes shares and units deferred by the executive officer or director and excludes any shares disclaimed by the executive officer or director for purposes of reporting beneficial ownership under Section 16 reporting of the Securities Exchange Act of 1934 (Exchange Act). All of the reporting obligations of the executive officer or director under Section 16 apply to sales made pursuant to a 10b5-1 trading plan.

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PROPOSAL NUMBER 4 – Shareholder Proposal Regarding Independent Board Chairman

PROPOSAL NUMBER 4 – Shareholder Proposal Regarding Independent Board Chairman

John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, the owner of 50who reported owning 100 shares of the Company’s common stock, has submitted the following proposal. The proposal and supporting statement are presented as received in accordance with SEC rules, and the Company disclaims any responsibility for their content. If properly presented at the annual meeting by or on behalf of the proponent, the Board of Directors recommends a vote AGAINST this proposal.

proposal.

Shareholders request our Board of Directors to adopt as policy, and amend our governing documents as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible to be an independent member of the Board. TheAlthough it would be better to have an immediate transition to an independent Board Chairman, the Board would have the discretion to phase in this policy for the next CEO transition, implemented so it does not violate any existing agreement.

Chief Executive Officer transition.

If the Board determines that a ChairChairman, who was independent when selected is no longer independent, the Board shall select a new ChairChairman who satisfies the requirements of the policy within a reasonable amount of time. Compliance with this policy is waived ifin the unlikely event that no independent director is available and willing to serve as Chairman.Chairman under the succession planning program of the company. This proposal requests that all the necessary steps be taken to accomplish the above.

Caterpillar is an example of a company recently changing course and naming an independent board chairman. Caterpillar had strongly opposed a shareholder proposal for an independent board chairman as recently as its 2016 annual meeting. Wells Fargo also changed course and named an independent board chairman in 2016.

It was reported that 53% of the Standard & Poors 1,500 firms separate these 2 positions (2015 report): Chairman and CEO.

This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%-support at Netflix.

This proposal topic also won impressive 45%-support at

Lead Director Michael McCarthy is no substitute for an independent Board Chairman. Mr. McCarthy was rejected in 2019 by more shareholders than any other director except our 2017 annual meeting. This 45% support would have been higher (perhaps 51 %) if small shareholders hadcombined Chairman and CEO, Lance Fritz. Mr. McCarthy is apparently retired and serves on no other major Board of Directors to keep his skills up to date. Mr. McCarthy has apparantly never served on any other major Board of Directors.
An independent Chairman is best positioned to build up the oversight capabilities of our directors while our CEO addresses the challenging day-to-day issues facing the company. The roles of Chairman of the Board and CEO are fundamentally different and should not be held by the same accessperson. There should be a clear division of responsibilities between these positions to corporate governance information as large shareholders.

It is especially important to adoptinsure a shareholder right to make our CEO more accountable to shareholders to make up for our management taking away an important shareholder right –balance of power and authority on the right to an in-person annual meeting. We did not have an opportunity to vote on giving up this right.

For decades shareholders of U.S. companies had a once-a-year opportunity to ask a $10 million CEO and directors questions in person. Now our directors can casually flip their phones to mute during the annual shareholder meeting.

Our management is now free to run a make-believe meeting with Investor Relations devising softball questions in advance while tossing out challenging shareholder questions. Then our $10 million+ CEO can simply read the scripted IR answers to a microphone - no opportunity for live audience feedback. There is no auditor present to see if management is trashing incoming shareholder questions.

The lack of an in-person annual meeting means that a board meeting can be scheduled months after the virtual meeting - by which time any serious issues raised by shareholders under these adverse conditions will be long forgotten by the directors. Plus a virtual meeting guarantees that there will be no media coverage for the benefit of shareholders.

Board.

Please vote to enhance the oversight of our CEO:yes: Independent Board Chairman - Proposal 4.

4

Recommendation of the Board of Directors


First, we note that similar proposals regarding an independent board chairman were made at our annual meetings in the last 5 years. In 2019, the proposal received support from approximately 29% of voted shares and 25% of outstanding shares. This support was down from 45% of voted shares and 40% of outstanding shares in 2017, the year in which it received its greatest support out of all the years that the proposal has been made. We believe this reflects our shareholders’ recognition of the strength and independence of our fully engaged Board and the actions the Board has taken to implement robust corporate governance practices at Union Pacific.
The Board of Directors opposes the proposal because it believes it to be inshareholders are best served through the best interestBoard’s existing practice of the Company for the Board to periodically evaluateevaluating the leadership structure of the CompanyBoard and make a determination regardingdetermining whether to separate or combine the roles of Chairman and CEO based on circumstances at the time of its evaluation. By retaining flexibility to adjust the Company’s leadership structure, the Board is best able to provide for appropriate management and leadership of the Company and address any circumstances the Company may face, as no single leadership model is universally or permanently appropriate in all circumstances. The Board believes that this flexibility has served the Company and its shareholders well

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during recent leadership transitions and has allowed the Board to operate efficiently and effectively to protect and enhance our long-term success and shareholder value. The proposal, however, deprives the Board of the flexibility to act in the shareholders’ best interests by applying a “one-size-fits-all” approach to structuring the Board rather than permitting the Board to organize its functions and manage its operations in the manner it determines to be most productive and efficient.

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PROPOSAL NUMBER 4 – Shareholder Proposal Regarding Independent Board Chairman
The Board’s Existing Policies Ensure that Independent Directors Operate Effectively on the Board. Board. The Board’s current policies demonstrate the Board’s continuing commitment to strong corporate governance, effective risk management and an empowered and independent Board. As described on page 2524 of this Proxy Statement, if the individual elected as Chairman is not an independent director, the independent directors also elect a lead independent director. As discussed in the Board Leadership Structure section and inof this Proxy Statement, under the Company’s Corporate Governance Guidelines and Policies, the lead independent director (i) presides at meetings of the Board at which the Chairman and CEO is not present, including executive sessions of the independent directors; (ii) approves the flow of information sent to the Board, and approves the agenda, schedule and what materials are sent for Board meetings; (iii) serves as the liaison or facilitates working relationships between the independent directors and the Chairman and CEO; (iv) is available for consultation and communication with major shareholders as appropriate; (v) in conjunction with the Compensation and Benefits Committee, oversees the process of evaluating and compensating the Chairman and CEO; (vi) assures that a succession plan is in place for the Chairman and CEO, as well as the lead independent director; (vii) authorizes or recommends the retention of consultants who report directly to the full Board; and (viii) assists the Board and Company officers in compliance with, and implementation of, the Company’s governance guidelines and policies. The lead independent director also has the authority to call executive sessions of the independent directors. In addition, the lead independent director will often act as Chair of the Corporate Governance and Nominating Committee, fulfilling the designated duties and responsibilities set forth in the Committee’s Charter. Because the Company’s policies ensure that there will be a lead independent director at any time that the Chairman is not independent, including times during which the positions of Chairman and CEO are both held by the same person, it is unnecessary to permanently separate the Chairman and CEO positions. Additional information about the lead independent director’s responsibilities is provided on page 2524 of this Proxy Statement.

The Company Maintains Effective and Progressive Governance Practices.Practices. The Board believes that effective independence and oversight are currently being maintained through the Board Leadership Structure detailed beginning on page 2524 of this Proxy Statement, and through the Company’s sound Corporate Governance Guidelines and Policies as set forth on pages 19 through 22 of this Proxy Statement and which also can be found on our website.website at www.up.com/investors/governance. The independence of the Board as a whole satisfies both Company and New York Stock Exchange guidelines and independence standards, as 1110 of 1211 current directors (and 910 out of 1011 director nominees) are outside independent directors, and the Audit, Compensation, Finance, and Governance Committees are all composed entirely of independent outside directors. Moreover, the Board routinely holds scheduled sessions of independent directors at each Board meeting, and each director may originate action items for the Board’s agenda. The Board is deeply engaged in overseeing the Company’s strategy, including implementation of Unified Plan 2020, our strategy for operating a safe, reliable and efficient railroad by increasing reliability of our service product, reducing variability in network operations and improving resource utilization costs, as well as our safety enhancement and risk management activities. In addition, the Board has adopted practices that increase its accountability to shareholders including, the adoption of “proxy access” By-Law provisions.

provisions, and recently, a formalized policy for recoupment of incentive compensation that is consistent with, but also more expansive than, the proposed “clawback” rules under the Dodd-Frank Wall Street and Consumer Protection Act.

The proponent provides no evidence demonstrating, or even suggesting, that requiring an independent Chairman of the Board improves corporate performance or increases shareholder value. In fact, the proponent’s inaccurate assertions about the Company’s current lead independent director, Mr. McCarthy, in no way demonstrates that requiring an independent Chairman of the Board would improve corporate performance. Pages 12 and 16 of this Proxy provide accurate information on Mr. McCarthy’s qualifications to sit on the Company’s Board, including information regarding his current and past work history, as well as information on his current and past experience serving on the boards of other public companies. Similarly, the Company’s current report on Form 8-K, filed with the SEC on May 17, 2019, discloses the actual level of votes against Mr. McCarthy at the Company’s 2019 annual shareholder meeting, and reflects that almost 97% of the votes cast supported his re-election. Mr. McCarthy has committed the time and effort to effectively help lead the Board.
The Board believes that adopting a policy to restrict the Board’s discretion in selecting the Chairman would deprive the Board of the valuable flexibility to exercise its business judgment in selecting the most qualified
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and appropriate individual to lead the Board. The Board further believes that adopting such a policy would not provide any benefit to the Company or its shareholders, particularly in light of the Company’s policies requiring an independent lead director at any time when the Chairman is not independent.

In view of the strong independent oversight of management by the Board, the Company’s sound governance practices and the business success that the Board has fostered and overseen, the Board believes the standard that would be imposed under the proposal is not productive.

The Board of Directors respectfully requests that shareholders vote AGAINST Proposal 4.

4.

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PROPOSAL NUMBER 5 – Shareholder Proposal Regarding Climate Assessment Report
James McRitchie, 9295 Yorkship Court, Elk Grove, CA 95758, who reported owning 80 shares of the Company’s common stock, has submitted the following proposal. The proposal and supporting statement are presented as received in accordance with SEC rules, and the Company disclaims any responsibility for their content.If properly presented at the annual meeting by or on behalf of the proponent, the Board of Directors recommends a vote AGAINST this proposal.
Resolved: Shareholders request Union Pacific (or “Company”) issue a report, at reasonable cost and omitting proprietary information, describing if, and how, it plans to reduce or offset its total contribution to climate change and align its operations with the Paris Agreement’s goal of maintaining global temperature increases well below 2 degrees Celsius.
Supporting Statement: Shareholders seek information, among other issues reported at board and management discretion, on the relative benefits and drawbacks of integrating actions, such as:
Adopting overall short-, medium-, and long-term, absolute greenhouse gas emissions reduction targets for the Company’s full carbon footprint, aligned with the Paris Agreement;
Increasing the scale, pace and rigor of initiatives aimed at reducing the carbon intensity of Union Pacific’s services and operations;
Increasing investments in route and switchyard electrifications [https://grist.org/climate-energy/how-we-can-turn-railroads-into-a-climate-solution/], as well as renewable energy resources, such as wind and solar.
Background: In 2018, the Intergovernmental Panel on Climate Change advised that net carbon emissions must fall 45% by 2030 and reach net zero by 2050 to limit warming below 1.5 degrees Celsius, thereby preventing the worst consequences of climate change.
The Fourth National Climate Assessment report (2018) finds with continued growth in emissions, “annual losses in some U.S. economic sectors are projected to reach hundreds of billions of dollars by 2100.”
Climate change impacts present risks to investors such as increased supply chain disruptions, reduced resource availability, lost production, commodity price volatility, infrastructure damage, political instability, and reduced worker efficiency, among other factors that can disrupt company operations.
The U.S. Energy Information Administration identifies the transportation sector as the largest producer of greenhouse gas emissions and its emissions are steadily increasing.
Union Pacific has implemented various initiatives to improve efficiency and reduce emissions, but greenhouse gas emissions from its locomotives increased from 2017 to 2018. While Union Pacific does have a modest goal of reducing locomotive fuel consumption by 1.5% in total from 2018 through 2020, the company lacks comprehensive greenhouse gas reduction goals and plans.
More than 690 leading companies, including DHL Group, have committed to reduce emissions in line with Paris Agreement goals. Deutch Bahn (a German railway company with 318,000 employees) has a goal to use 100% renewable energy by 2038 [https://ir.deutschebahn.com/en/news-presentations/news/detail/deutsch-bahn-is-focusing-solely-on-powerful-rail/]
Ramping up the scale, pace and rigor of climate-related efforts may help Union Pacific unlock opportunities for growth as major business customers demand environmental accountability from suppliers. It may also help prepare for future carbon-related regulations.
Similar resolutions won majority votes recently at Genesee & Wyoming [https://engagements.ceres.org/ceres_engagementdetailpage?recID=a0I1H00000C4a0TQAR], Anadarko, Exxon Mobil, Kinder Morgan, Middleby, Occidental, and Range Resources.
Given the impact of climate change on Union Pacific, the economy, environment, and human systems, and the short amount of time in which to address it, our Company has a clear responsibility to investors and stakeholders to account for whether, and how, it plans to reduce or offset ongoing climate contributions.
Vote FOR Climate Assessment Report – Proposal 5
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Recommendation of the Board of Directors
The Board of Directors has considered the proposal, and does not believe that it is in the best interests of the Company and its shareholders in light of all of the actions the Company is already taking to address climate change and sustainability.
The Board acknowledges the importance of addressing and minimizing the environmental impact of the Company’s operations. Union Pacific has long supported corporate sustainability, including environmental and social considerations, is committed to incorporating these values in our business, and has promoted them in its practices. For example, the Company recently announced that it will set science-based greenhouse gas (GHG) emissions reduction goals at a level consistent with the Paris Agreement’s goal of limiting global warming to well below 2"C above pre-industrial levels.
We help our customers transport their goods in a fuel efficient manner. Railroads are one of the most fuel efficient means of transportation. On average, trains are four time more fuel efficient than trucks. According to the American Association of Railroads, that means that moving freight by rail instead of truck can result in a relative 75 percent reduction in greenhouse gas emissions. Consistent with being part of the solution, Union Pacific offers customers a carbon emission estimator so they can calculate their potential carbon emissions savings if they use rail instead of trucks.
In addition, we already constantly look for ways to improve our environmental performance by, among other things, investing in technology, maintaining equipment, training employees in environmentally friendly behaviors, and collaborating with a range of partners to try to identify opportunities to reduce our environmental impact and manage our business and land responsibly. Some examples of the Company’s efforts include:
We already provide an annual overview of our sustainability efforts in our Building America Reports, copies of which can be found at https://www.up.com/aboutup/corporate_info/building-america-report/index.htm.
For the past 12 years, Union Pacific has submitted, and intends to continue to submit, climate change data to the CDP. Union Pacific earned an A- rating on the CDP’s Climate Change Survey in 2018 and a B rating on the CDP’s Climate Change Survey in 2019.
In March 2020, Union Pacific announced that it has submitted a commitment letter to the Science Based Targets Initiative (SBTi) and intends to utilize SBTi’s Sectoral Decarbonization Approach Transport tool, which models targets for direct and indirect transportation emissions, to help establish Union Pacific’s GHG emissions reduction goals. SBTi assesses corporate emissions reduction targets in line with what climate scientists believe is needed to meet the Paris Agreement goals of limiting global warming to well below 2"C above pre-industrial levels. Union Pacific anticipates finalizing its target and submitting it for approval to the SBTi within a year.
In 2018, Union Pacific invested in new software that runs while the train is traveling on our network to help us predict potential locomotive failures, rather than requiring the locomotives to burn fuel while being tested in a static position inside our yard.
Union Pacific mandates that its employees follow the Company’s environmental policy, which can be found on the Company’s website at https://www.up.com/aboutup/environment/policy/index.htm.
We participate in and collaborate with a range of partners to identify opportunities to reduce our environmental impact and manage our land responsibly, including: GreenBiz Network, a peer-to-peer learning forum for sustainability executives from a diverse group of some of the world’s largest companies; The California Council for Environmental and Economic Balance, a nonprofit, nonpartisan coalition of industry, labor and public leaders working to solve the most pressing environmental policy problems facing California; and The Association of American Railroads Environmental Affairs Committee, a rail industry forum that shares best practices.
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Since 2008, we have invested roughly $3.8 billion in purchasing more than 1,500 locomotives that all meet the EPA’s tier standards for emissions, some of which also meet the EPA’s stringent Tier 4 emissions standards, which reduce particulate emissions from diesel locomotives by as much as 90% and nitrogen oxide emissions by as much as 80%. At the same time, Union Pacific also retired more than 1,950 older, less fuel efficient locomotives.
We continue to diligently work toward our previously announced fuel consumption goal of reducing locomotive consumption by 1.5% in total through 2020. For example, we have worked to optimize fuel consumption by expanding the use of our energy management system (EMS), which will allow high-horsepower locomotives that are equipped with EMS to use the system, similar to cruise control, in all locations that utilize Positive Train Control (PTC). PTC provides the two-way communication and data needed to optimize this EMS technology.
The proposal fails to acknowledge or recognize the significant measures the Company already takes, which are based on carefully planned and executed strategies developed and implemented by the Company’s management, with Board oversight. The proposal also ignores the reports and other information the Company already makes available to its shareholders and other stakeholders. Union Pacific maintains its steadfast commitment to sustainable practices and acting as a responsible steward of the environment, and will continue to evaluate areas where it can continue to enhance both its commitment to informing our shareholders and stakeholders on our goals and accomplishments. However, the Board does not believe requiring the Company to incur the additional cost and expense to provide the didactic report on the pros and cons of generalized propositions, as requested in this proposal, would result in improved environmental stewardship, better company performance, or increased shareholder value. Instead, we believe that the additional report requested by the proposal would result in an unnecessary and unproductive use of the Company’s time and resources and negatively burden shareholder value, and that the interests of the Company’s shareholders are better served by the deliberate, thoughtful decisions and analysis of Company management, made with Board oversight.
The Board of Directors respectfully requests that shareholders vote AGAINST Proposal 5.
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Other Matters

Other Matters


Shareholder Proposals


Under SEC rules, any shareholder who wishes to present a proposal to be included in our Proxy Statement and introduced at our 20182021 Annual Meeting of Shareholders must submit the proposal to the Secretary of the Company so that it is received no later than the close of business on November 28, 2018,December 4, 2020, and must satisfy the other requirements of SEC Rule 14a-8. Any shareholder who instead wishes to bring a proposal directly before the Company’s next Annual Meeting of Shareholders (other than certain proposals submitted only pursuant to SEC Rule 14a-8) must provide written notice of the proposal to the Secretary of the Company no earlier than January 10, 2019,14, 2021, and no later than the close of business on February 9, 2019,13, 2021, and must otherwise provide the information and comply with the procedures set forth in the Company’s By-Laws, a copy of which is available on the Company’s website at www.up.com/investors/governance. Shareholders may obtain a printed copy of the Company’s By-Laws by contacting the Secretary of the Company at the address set forth on the notice page of this Proxy Statement. If a shareholder wishing to make such a proposal fails to comply with the forgoing notice provision and does not also satisfy the requirements of SEC Rule14a-4(c)(1), the Company may exercise discretionary voting authority over proxies it solicits in determining how to vote on the proposal.

Any eligible shareholder wishing to nominate director candidates for inclusion in our Proxy Statement under our proxy access By-Law provisions should refer to page 1819 for applicable procedures and submission requirements.


Delinquent Section 16(a) Beneficial Ownership Reporting ComplianceReports


Section 16(a) of the Exchange Act requires the Company’s executive officers, directors and persons who own more than 10% of a registered class of the Company’s equity securities to file initial reports of ownership and reports of changes in ownership of the Company’s common stock with the SEC. SEC regulations require executive officers, directors and greater than 10% shareholders to furnish the Company with copies of all forms they file pursuant to Section 16(a). As a matter of practice, the Company’s administrative staff assists the Company’s executive officers and directors in preparing initial reports of ownership and reports of changes in ownership and filing such reports with the SEC. Based solely on a review of the copies of such forms furnished to the Company and written representations from the Company’s executive officers and directors, thethere was one late filing. Mr. Patel failed to file a Form 4 due to a purchase on May 18, 2018, of 20 shares of Company believes that all Section 16(a)common stock in a managed S&P 500 account. The late Form 4 filing requirements were met during 2017.was made on January 6, 2020.


Delivery of Documents to Shareholders Sharing an Address


The broker, bank or other nominee for any shareholder who is a beneficial owner, but not the record holder, of the Company’s common stock may deliver only one copy of the Company’s Proxy Statement and annual report to multiple shareholders who share the same address, unless that broker, bank or other nominee has received contrary instructions from one or more of the shareholders. The Company will deliver promptly, upon written or oral request, a separate copy of the Proxy Statement and annual report to a shareholder at a shared address to which a single copy of the documents was delivered. A shareholder who wishes to receive a separate copy of the Proxy Statement and annual report, now or in the future, should submit a request to the Secretary of the Company by telephone at 402-544-5000 or by submitting a written request to the Secretary of the Company at the address listed below. Beneficial owners sharing an address who are receiving multiple copies of proxy materials and annual reports and wish to receive a single copy of such materials in the future will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareholders at the shared address in the future.

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TABLE OF CONTENTS

Other Matters



Availability of Annual Report on Form 10-K


If you would like an additional copy of the Annual Report on Form 10-K for the year ended December 31, 2017,2019, you may find this document at www.up.com under the “Investors” caption link. Alternatively, any shareholder wishing to receive, without charge, a copy of this document should send a written request to: Corporate Secretary, Union Pacific Corporation, 1400 Douglas Street, 19th Floor, Omaha, NE 68179.68179.

The references to the Company’s website in this Proxy Statement do not constitute, and should not be deemed, an incorporation by reference of the information contained on, or available through, the website. Therefore, such information should not be considered part of this Proxy Statement.


Other Business


The Board does not currently intend to bring any other business before the Annual Meeting, and is not aware of any other business to be brought before the Annual Meeting. If any other business is properly brought before the Annual Meeting, the proxies will be voted in accordance with the judgment of the proxy holders.

Whether or not you plan to attend the Annual Meeting, please vote by telephone or Internet or complete, sign, date and promptly return the accompanying proxy card in the enclosed envelope.

Rhonda S. Ferguson
Executive Vice President,
Chief Legal Officer and
Corporate Secretary

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