UNION PACIFIC CORP (UNP)
Sector: Industrials
2026 Annual Meeting Analysis
UNION PACIFIC CORP · Meeting: May 14, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Eleven (11) Director Nominees
Independent director with relevant legal and governance experience; no overboarding (one outside board seat); TSR trigger does not apply as UNP's 3-year return of +36.4% is strong positive and the gap vs. peer median of -4.5pp is well below the 50pp threshold; attendance was confirmed above 75%.
Independent director with deep finance and logistics expertise from UPS; one outside board seat; TSR trigger does not apply; attendance confirmed above 75%.
Independent director with extensive finance and technology leadership experience; one outside board seat; TSR trigger does not apply; attendance confirmed above 75%.
Independent director with government, security, and operational expertise; two outside board seats, within the policy limit; TSR trigger does not apply; attendance confirmed above 75%.
Independent Board Chairman with investment and finance experience; no current outside public board seats beyond UNP; TSR trigger does not apply; attendance confirmed above 75%.
Independent director with CEO and industrial operations experience; director since 2023 (approximately 2-3 years tenure); TSR trigger evaluated but the -4.5pp gap vs. peer median is far below the 50pp threshold for strong positive TSR; attendance confirmed above 75%.
Independent director with government, technology, and operational expertise; director since 2023 (approximately 2-3 years tenure); TSR trigger does not apply given minimal gap vs. peer median; attendance confirmed above 75%.
CEO and executive director with 40+ years of railroad industry experience; TSR trigger does not apply as UNP's 3-year return of +36.4% is strong positive and the -4.5pp gap vs. peer median is well below the 50pp threshold; attendance confirmed above 75%.
Independent director with CEO and supply chain expertise from C.H. Robinson; two outside board seats, within policy limits; TSR trigger does not apply; attendance confirmed above 75%.
Independent director who joined the board on January 5, 2026, less than 24 months ago; exempt from the TSR trigger under the new-director exemption; brings CEO and manufacturing/operations expertise from CF Industries; no overboarding concerns with two outside board seats.
Independent director with investment banking and finance expertise; two outside board seats, within policy limits; TSR trigger does not apply given the small -4.5pp gap vs. peer median, well below the 50pp threshold; attendance confirmed above 75%.
All eleven director nominees receive a FOR vote determination. UNP's 3-year total return of +36.4% is solidly positive, and the company trails its disclosed compensation peer group median by only 4.5 percentage points over three years — far below the 50-percentage-point threshold required to trigger a vote against directors under the strong-positive-TSR tier. No director is overboarded, no director missed more than 25% of meetings, all committees are composed entirely of independent directors, and the board discloses a clear skills matrix. The newly elected director (Mr. Will, joined January 2026) is exempt from the TSR trigger as he has served less than 24 months.
Say on Pay
✓ FORCEO
V. James Vena
Total Comp
$20,296,362
Prior Support
94%%
CEO total compensation of approximately $20.3 million is elevated for a large industrial company, but Union Pacific is a $143 billion market-cap railroad — one of the largest and most complex in the world — and the pay level is not clearly out of line for this scale. Pay structure is strong: approximately 92% of CEO target compensation is variable and tied to performance, with 60% of long-term awards in performance stock units that require the company to hit three-year average return on invested capital (ROIC) and relative operating income growth targets — these are meaningful, multi-year metrics that align executives with shareholders. The prior year Say on Pay vote received approximately 94% support, well above the 70% threshold, and UNP's 3-year stock price gain of +36.4% is solidly positive, so there is no pay-for-performance misalignment concern. The 11% CEO base salary increase is notable, but the committee's rationale — alignment with peer group market data — is plausible given UNP's size, and overall incentive pay-for-performance alignment passes the policy screens.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
50 yrs
Audit Fees
$3,656,400
Non-Audit Fees
$303,695
Deloitte & Touche LLP has audited Union Pacific for more than 50 years, which far exceeds the 25-year tenure threshold in our policy that raises concerns about whether an auditor that has worked with the same company for so long can remain fully independent and willing to challenge management. The non-audit fee ratio is approximately 8% of audit fees (well below the 50% threshold), so there is no independence concern on fees. However, the company's own proxy acknowledges the 50-year relationship and offers only general efficiency and familiarity arguments in favor of continued retention — it does not provide the specific and compelling rationale (such as a concrete multi-year rotation plan or exceptional documented audit quality metrics) that our policy requires to override the tenure trigger. On that basis, the tenure trigger fires and a vote against ratification is warranted.
Overall Assessment
The 2026 Union Pacific annual meeting presents three standard proposals: director elections, auditor ratification, and a Say on Pay advisory vote. All eleven director nominees receive a FOR vote determination given solid stock performance and clean governance; the Say on Pay vote also receives FOR given strong pay-for-performance alignment and 94% prior-year support; however, Deloitte & Touche LLP's ratification receives an AGAINST vote because the auditor's 50-plus-year tenure with the company far exceeds the policy's 25-year independence threshold and the company does not provide a sufficiently compelling rationale to override that concern.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing