Union Pacific CORP 8-K Filing
Ticker: UNP · Form: 8-K · Filed: Nov 17, 2025 · CIK: 100885
Sentiment: neutral
Filing Stats: 1,043 words · 4 min read · ~3 pages · Grade level 14.2 · Accepted 2025-11-17 08:45:15
Key Financial Figures
- $2.50 — ch registered Common Stock (Par Value $2.50 per share) UNP New York Stock Exchange
Filing Documents
- unp-20251114.htm (8-K) — 33KB
- exhibit991.htm (EX-99.1) — 15KB
- 0000100885-25-000332.txt ( ) — 167KB
- unp-20251114.xsd (EX-101.SCH) — 2KB
- unp-20251114_lab.xml (EX-101.LAB) — 21KB
- unp-20251114_pre.xml (EX-101.PRE) — 12KB
- unp-20251114_htm.xml (XML) — 3KB
07 Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders. On November 14, 2025, Union Pacific Corporation ("Union Pacific") held a special meeting of shareholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger (the "Merger Agreement") by and among Union Pacific, Norfolk Southern Corporation, a Virginia corporation ("Norfolk Southern"), Ruby Merger Sub 1 Corporation, a Virginia corporation and a direct wholly owned subsidiary of Union Pacific ("Merger Sub 1"), and Ruby Merger Sub 2 LLC, a Virginia limited liability company and a direct wholly owned subsidiary of Union Pacific ("Merger Sub 2"). Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (i) Merger Sub 1 will merge with and into Norfolk Southern (the "First Merger"), with Norfolk Southern surviving the First Merger as a direct, wholly owned subsidiary of Union Pacific, and (ii) immediately thereafter, Norfolk Southern will merge with and into Merger Sub 2 (the "Second Merger" and together with the First Merger, the "Mergers"), with Merger Sub 2 surviving the Second Merger as a direct, wholly owned subsidiary of Union Pacific. As of the close of business on October 6, 2025, the record date for the Special Meeting, there were 593,127,035 shares of common stock, par value $2.50 per share, of Union Pacific ("Union Pacific common stock") issued and outstanding, each of which was entitled to one (1) vote for each proposal at the Special Meeting. At the Special Meeting, a total of 468,888,884 shares of Union Pacific common stock, representing approximately 79% of the shares of Union Pacific common stock outstanding and entitled to vote, were present virtually or represented by proxy, constituting a quorum to conduct business. At the Special Meeting, Union Pacific shareholders considered the following matters: the proposal to approve the issuance of Union Pacific common stock pursua
01 Other Events
Item 8.01 Other Events. On November 14, 2025, Union Pacific issued a press release announcing the results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Exhibit 9.01 Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release of Union Pacific, dated November 14, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: November 17, 2025 UNION PACIFIC CORPORATION By: /s/ Christina B. Conlin Christina B. Conlin Senior Vice President, Chief Legal Officer, and Corporate Secretary