0001193125-11-321168.txt : 20111123 0001193125-11-321168.hdr.sgml : 20111123 20111123160323 ACCESSION NUMBER: 0001193125-11-321168 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111123 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20111123 DATE AS OF CHANGE: 20111123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION PACIFIC CORP CENTRAL INDEX KEY: 0000100885 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 132626465 STATE OF INCORPORATION: UT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06075 FILM NUMBER: 111225408 BUSINESS ADDRESS: STREET 1: 1400 DOUGLAS STREET STREET 2: STOP 0310 CITY: OMAHA STATE: NE ZIP: 68179 BUSINESS PHONE: 402 544 5214 MAIL ADDRESS: STREET 1: 1400 DOUGLAS STREET STREET 2: STOP 0310 CITY: OMAHA STATE: NE ZIP: 68179 8-K 1 d260820d8k.htm FORM 8-K Form 8-K

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 23, 2011 (November 23, 2011)

 

 

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)

   

(IRS 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

N/A

(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 7.01 Regulation FD Disclosure.

Effective as of November 23, 2011, Robert M. Knight, Jr., Executive Vice President – Finance and Chief Financial Officer of Union Pacific Corporation (the Company), established a prearranged trading plan in accordance with the Company’s guidelines and policies regarding the safe harbor provisions of Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Mr. Knight’s trading plan is part of an individual long-term asset diversification, tax and financial planning strategy. Subject to certain conditions, the plan contemplates the sale of up to 20,000 shares of Company common stock, which represents approximately 5% of the shares beneficially owned by Mr. Knight as of the date of this report. Following consummation of the sales under the plan, Mr. Knight would continue to own shares in excess of the amounts required under the stock ownership guidelines for executives established by the Company. Any transactions made under the trading plan will be disclosed by Mr. Knight on Form 4 filings with the Securities and Exchange Commission.

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, 2011

 

UNION PACIFIC CORPORATION
By:   /s/ J. Michael Hemmer
  J. Michael Hemmer
 

Senior Vice President – Law and

General Counsel