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 report): March 8, 2001 Union Pacific Corporation ------------------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Utah 1-6075 13-2626465 - ----------------- ----------- ------------------ (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification No.) Incorporation) 1416 Dodge Street, Omaha, Nebraska 68179 ---------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code:(402) 271-5777 N/A ------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. ------------ Submitted to shareholders for approval at Union Pacific Corporation's annual meeting to be held on April 20, 2001 is the Union Pacific Corporation 2001 Stock Incentive Plan. Attached as an Exhibit is a copy of the Union Pacific Corporation 2001 Stock Incentive Plan. This plan is described under Proposal 2 included in Union Pacific Corporation's proxy statement related to its 2001 annual meeting of shareholders. Item 7. Financial Statements and Exhibits. --------------------------------- (c) Exhibits. -------- 99 Copy of the Union Pacific Corporation 2001 Stock Incentive Plan. 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: March 8, 2001 UNION PACIFIC CORPORATION By: /s/ Carl W. von Bernuth ----------------------------- Carl W. von Bernuth Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit Description - ------------------- 99 Copy of the Union Pacific Corporation 2001 Stock Incentive Plan.