8-K September 6th



Washington, D.C. 20549











Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 6,  2018 (September 5, 2018)






(Exact name of registrant as specified in its charter)










(State or other jurisdiction


(IRS Employer

of Incorporation)

File Number)

Identification No.)




1400 Douglas Street, Omaha, Nebraska


(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (402) 544-5000


(Former name or former address, if changed since last report)





Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.        



Item 5.02(d) Election of Directors.

The Board of Directors (the Board) of Union Pacific Corporation (the Company), acting upon the recommendation of the Corporate Governance and Nominating Committee, elected William “Bill” J. DeLaney, age 62, to serve on the Board as a director of the Company, effective September 5, 2018.  Mr. DeLaney retired as Chief Executive Officer from Sysco Corporation (Sysco), an international food marketing and distribution company, on December 31, 2017. The Board also appointed Mr. DeLaney to serve on the Audit Committee and the Compensation and Benefits Committee.  All Company directors serve concurrently on the Board of Directors of the Company’s principal operating subsidiary, Union Pacific Railroad Company (the Railroad). 


Mr. DeLaney joined Sysco in 1987.  He served in various finance, management and leadership roles for over thirty years and was named its Chief Executive Officer in 2009.  Mr. DeLaney is also a member of the Board of Directors of Sanmina Corporation and Express Scripts Holding Company.

The Board affirmatively determined that Mr. DeLaney has no material relationship with the Company or any of its consolidated subsidiaries, including the Railroad, (either directly or as a partner, shareholder or officer of an organization that has a relationship with the Company) and is independent within the meaning of the applicable listing standards of the New York Stock Exchange and the Director Independence Standards adopted by the Board.  The Board also determined that Mr. DeLaney meets the additional independence standards applicable to members of the Compensation and Benefits Committee.  Mr. DeLaney does not have a direct or indirect material interest in any related person transaction as defined under the Securities and Exchange Commission’s rule and the Company’s Related Party Policy. 

The Company issued a press release regarding the election of Mr. DeLaney, which is attached hereto as Exhibit 99.1. 

Item 9.01 Financial Statements and Exhibits


99.1Press Release of Union Pacific Corporation, dated September 6, 2018.



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:  September 6, 2018









/s/ James J. Theisen, Jr.


James J. Theisen, Jr.


Vice President Corporate Law & Compliance and Assistant Secretary




Exhibit No.



Press Release of Union Pacific Corporation, dated September 6, 2018.