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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Union Pacific Corp | NYSE:UNP | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 240.36 | 165 | 14:03:04 |
Utah
|
13-2626465
|
|
(State or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
☒ |
Accelerated filer
|
☐ |
Non-accelerated filer
|
☐ |
Smaller reporting company
|
☐ |
Emerging growth company
|
☐ |
Title of Securities
to be Registered(1)
|
Amount
to be
Registered (2)
|
Proposed
Maximum
Offering Price
per Share(3)
|
Proposed
Maximum
Aggregate
Offering Price(3)
|
Amount of
Registration Fee
|
|
Common Stock, $2.50 par value per share, issuable under the Union Pacific Corporation 2021 Stock Incentive Plan
|
10,000,000
|
$220.18
|
$2,201,800,000.00
|
$240,216.38
|
|
Common Stock, $2.50 par value per share, issuable under the Union Pacific Corporation 2021 Employee Stock Purchase Plan
|
10,000,000
|
$220.18
|
$2,201,800,000.00
|
$240,216.38
|
|
Total
|
20,000,000
|
$4,403,600,000.00
|
$480,432.76
|
(1) |
In addition to the number of shares of the common stock, par value $2.50 per share (the “Common Stock”) of Union Pacific Corporation (the “Company” or “Registrant”) stated above, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the “Securities Act”), this registration statement also covers an indeterminate number of options and other rights to acquire Common Stock, that may be granted pursuant to one of the compensatory stock plans listed above.
|
(2) |
Pursuant to Rule 416 of the Securities Act, this registration statement also covers any additional shares of Common Stock which become issuable by reason of any stock split, stock dividend or similar transaction effected without the
receipt of consideration which results in an increase in the number of the Registrant’s outstanding shares of Common Stock.
|
(3) |
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 of the Securities Act, and based on the average of the high and low sale prices of the Registrant’s Common Stock, as reported on the New York Stock
Exchange, on May 19, 2021.
|
Item 3. |
Incorporation of Documents by Reference.
|
|
• |
The Company’s annual report on Form 10-K for the fiscal year ended December 31, 2020, filed on February 5, 2021;
|
|
• |
All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) since the end of the fiscal year covered by the Company’s Annual Report referred to in the
preceding bullet; and
|
|
• |
The description of the Company’s Common Stock contained in its registration statement filed under the Exchange Act under File No. 1-6075, including all amendments or reports filed for the purpose of updating such description.
|
|
Item 4. |
Description of Securities.
|
|
Item 5. |
Interests of Named Experts and Counsel.
|
|
Item 6. |
Indemnification of Directors and Officers.
|
|
Item 7. |
Exemption from Registration Claimed.
|
|
Item 8. |
Exhibits
|
Exhibit
No.
|
Description
|
|
Restated Articles of Incorporation of Union Pacific Corporation, as amended and restated through June 27, 2011, and as further amended May 15, 2014, incorporated by reference to Exhibit 3(a) to the Company’s Quarterly Report on Form
10-Q for the quarter ended June 30, 2014.
|
||
By-laws of Union Pacific Corporation, as amended effective as of November 19, 2015, incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, dated November 19, 2015.
|
||
Opinion of John A. Menicucci, Jr., Esquire, Assistant Secretary of the Company and Senior Counsel of Union Pacific Railroad Company.*
|
||
Consent of Deloitte & Touche LLP.*
|
||
Consent of John A. Menicucci, Jr., Esquire, Assistant Secretary of the Company and Senior Counsel of Union Pacific Railroad Company (filed as a part of Exhibit 5.1).
|
||
Power of attorney (set forth on signature page).
|
||
Union Pacific Corporation 2021 Stock Incentive Plan.
|
||
Union Pacific Corporation 2021 Employee Stock Purchase Plan.
|
* |
Filed herewith.
|
|
Item 9. |
Undertakings.
|
UNION PACIFIC CORPORATION
|
||
By:
|
/s/ Craig V. Richardson
|
|
Craig V. Richardson
|
||
Executive Vice President, Chief Legal Officer and Corporate Secretary
|
Signature
|
Title
|
Date
|
|
/s/ Lance M. Fritz
|
Chairman, President and Chief Executive Officer
|
May 25, 2021
|
|
Lance M. Fritz
|
(Principal Executive Officer)
|
||
/s/ Jennifer L. Hamann
|
Executive Vice President and Chief Financial Officer
|
May 25, 2021
|
|
Jennifer L. Hamann
|
(Principal Financial Officer)
|
||
/s/ Todd M. Rynaski
|
Vice President and Controller
|
May 25, 2021
|
|
Todd M. Rynaski
|
(Principal Accounting Officer) | ||
/s/ Andrew H. Card, Jr.
|
Director
|
May 25, 2021
|
|
Andrew H. Card, Jr.
|
|||
/s/ William J. Delaney
|
|
Director |
May 25, 2021
|
William J. DeLaney
|
|||
/s/ David B. Dillon
|
|
Director
|
May 25, 2021
|
David B. Dillon
|
|||
/s/ Deborah C. Hopkins
|
|
Director |
May 25, 2021
|
Deborah C. Hopkins
|
|||
/s/ Jane H. Lute
|
|
Director
|
May 25, 2021
|
Jane H. Lute
|
/s/ Michael R. McCarthy
|
Director
|
May 25, 2021
|
|
Michael R. McCarthy
|
|||
/s/ Thomas F. McLarty III
|
Director
|
May 25, 2021
|
|
Thomas F. McLarty III
|
|||
/s/ Jose H. Villarreal
|
Director
|
May 25, 2021
|
|
Jose H. Villarreal
|
|||
/s/ Christopher J. Williams
|
Director
|
May 25, 2021
|
|
Christopher J. Williams
|
1 Year Union Pacific Chart |
1 Month Union Pacific Chart |
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