UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) :November 17, 2005
| Union Pacific Corporation |
| (Exact Name of Registrant as Specified in its Charter) |
| Utah | 1-6075 | 13-2626465 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 1400 Douglas Street, Omaha, Nebraska | 68179 | |||
(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) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 |
| CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 |
| CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement; and
Item 5.02(b) and (c) Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On November 17, 2005, the Board of Directors of Union Pacific Corporation
(the “Company”) elected James R. Young as President and Chief Executive Officer of the
Company and Chief Executive Officer of Union Pacific Railroad Company, the principal
operating subsidiary of the Company (the “Railroad”). These appointments become effective on
January 1, 2006. In connection with this promotion, the Board, acting upon the recommendation
of the Compensation and Benefits Committee, authorized the increase of Mr. Young’s salary to
$1,000,000 per year, effective January 1, 2006. In addition, Mr. Young will continue to be
eligible to participate in any of the Company’s applicable stock and other incentive plans and
programs. Richard K. Davidson, who currently is the Chairman, Chief Executive Officer and
President of the Company and Chairman and Chief Executive Officer of the Railroad, will retire
as Chief Executive Officer and President of the Company and as Chief Executive Officer of the
Railroad effective January 1, 2006. Mr. Davidson will remain as Chairman of both the Company
and the Railroad.
Mr. Young, 53, joined Union Pacific in 1978 in the Finance Department and has held a
number of positions at both the Railroad and the Company during his career. He became
Executive Vice President and Chief Financial Officer of the Company in 1999 and was elected
President and Chief Operating Officer of the Railroad in January 2004. Additionally, Mr. Young
was elected a director of both the Company and the Railroad in February 2005. Mr. Young will
remain President of the Railroad and will continue to serve as a director of both the Company
and the Railroad.
SIGNATURES
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 23, 2005
| UNION PACIFIC CORPORATION | ||||||
| By: | /s/ | J. Michael Hemmer | ||||
J. Michael Hemmer Senior Vice President – Law and General Counsel | ||||||