Union Pacific 2023. Fair Elections is just one of several issues to be voted on before the annual meeting at 6:00 am Pacific on May 18, 2023. Vote AGAINST Delaney, Dillon, Edison, Finley, Fritz, Hopkins, McCarthy, Villarreal, auditor, pay; FOR Fair Elections #5, independent chair #4, and paid sick leave #7. Join the meeting with your control number.
Union Pacific Corporation, through its subsidiary, Union Pacific Railroad Company, operates in the railroad business in the United States. I voted with the Board’s recommendations 19% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A). Read Warnings. Good corporate governance generally results in better profits and a better society. However, I don’t prioritize profits over our natural environment and human needs, especially when companies externalize costs. (see The Shareholder Commons)
Union Pacific 2023: ISS Rating
Union Pacific Corporation’s ISS Governance QualityScore as of May 1, 2023, is 2. The pillar scores are Audit: 9; Board: 4; Shareholder Rights: 1; Compensation: 2. Corporate governance scores courtesy of Institutional Shareholder Services (ISS). Scores indicate decile rank relative to index or region. A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
Union Pacific 2023: How I Voted
| Item | Egan-Jones Recommendation | CorpGov.net Votes |
|---|---|---|
| 1A-1J – Election of Directors | FOR, WITH EXCEPTION OF 1A) WILLIAM J. DELANEY, 1B) DAVID B. DILLON, 1C) SHERI H. EDISON, 1D) TERESA M. FINLEY, 1H) MICHAEL R. MCCARTHY, and 1I) JOSE H. VILLARREAL | Against: Delaney, Dillon, Edison, Finley, Fritz, Hopkins, McCarthy, Villarreal |
| 2 – Ratification of the Appointment of Independent Auditors | AGAINST | AGAINST |
| 3 – Advisory Vote to Approve Executive Compensation | AGAINST | AGAINST |
| 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation | 1 YEAR | 1 YEAR |
| 5 – Shareholder Proposal Regarding Independent Board Chairman | FOR | FOR |
| 6 – Shareholder Proposal Requesting an Amendment to the Bylaws to Require Shareholder Approval for Certain Future Amendments | FOR | FOR |
| 7 – Shareholder Proposal Requesting a Paid Sick Leave Policy | FOR | FOR |
Union Pacific 2023 Votes Explained
E-J recommended against the pay package as too high, several directors for being on the compensation committee, and others for being over-tenured. My settings at iconik also led me to vote against Fritz (chair should be independent) and Hopkins (overboard). EJ also recommends against auditors that have served longer than 7 years. Deloitte & Touche LLP has served 56 years so that independence could be compromised.
Independent chair and paid sick leave are both positive proposals. Of course, I voted for our proposal on Fair Elections, #6.
I had help with my voting from Egan-Jones, my own proxy voting policy through Iconikapp. and by briefly looking and some funds that announce their votes in advance. Note: you can automate all your
proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability. More information at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconik/AYS app may differ. Now, you can also sign-up for automated voting with iconikapp through Third Act.
Union Pacific 2023: My Fair Elections Proposal
This proposal is from me, James McRitchie. In 2002 I petitioned the SEC for proxy access. It took three rulemakings and a court battle. More than 20 years later, 81% of S&P 500 companies, including Union Pacific have something called proxy access. Unfortunately, it requires that nominating groups hold 3% for 3 years AND groups are limited to 20 members.
That sets up a situation where proxy access can’t really be done without one of the Big Four fund families. They administer retirement savings plans for companies and have never even filed a shareholder proposal, let alone challenged directors. Therefore, proxy access has gone unused.
Now, after decades, the SEC adopted Rule 14a-19, allowing shareholders, under specified conditions, to split votes between board nominees and challengers without attending annual meetings. But will the universal proxy rule go the way of so-called proxy access?
After reading bylaws adopted by Masimo, Bloomberg’s Matt Levine speculated that company bylaws might demand challengers submit disclosures on paper woven from unicorn manes, with requirements waived for the board’s nominees.
We can all agree there should be some limits on what Boards can require without seeking shareholder approval in advance or at least within a year or so of adoption. I filed 30 proposals like the one before you. We reached agreements at about 1/3 of the companies based on guardrails that preserve the rule’s intent.
All shareholder proposals are advisory. Even if we win overwhelmingly, boards are free to ignore them or to adopt whatever they please.
Your vote FOR this proposal can help us reach a similar agreement with Union Pacific, either before the next annual meeting or after an even higher vote next year based on a revised proposal that reflects agreements reached with other companies to protect the rights of shareholders, maybe something like our more recent proposal at Procter and Gamble.
Please Vote FOR proposal Number 6.
Union Pacific: Other Recommendations
You might want to check how a few funds voted in our Shareowner Action Handbook.
Union Pacific 2024: Mark Your Calendar
Under SEC rules, any shareholder who wishes to present a proposal to be included in our Proxy Statement and introduced at our 2024 Annual Meeting of Shareholders must submit the proposal to the Secretary of the Company so that it is received no later than the close of business on December 7, 2023, and must satisfy the other requirements of SEC Rule 14a-8.
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