Union Pacific 2009 Annual Report Download - page 98

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98
Item 9B. Other Information
None.
PART III
Item 10. Directors, Executive Officers, and Corporate Governance
(a) Directors of Registrant.
Information as to the names, ages, positions and offices with UPC, terms of office, periods of
service, business experience during the past five years and certain other directorships held by each
director or person nominated to become a director of UPC is set forth in the Election of Directors
segment of the Proxy Statement and is incorporated herein by reference.
Information concerning our Audit Committee and the independence of its members, along with
information about the audit committee financial expert(s) serving on the Audit Committee, is set
forth in the Audit Committee segment of the Proxy Statement and is incorporated herein by
reference.
(b) Executive Officers of Registrant.
Information concerning the executive officers of UPC and its subsidiaries is presented in Part I of
this report under Executive Officers of the Registrant and Principal Executive Officers of
Subsidiaries.
(c) Section 16(a) Compliance.
Information concerning compliance with Section 16(a) of the Securities Exchange Act of 1934 is set
forth in the Section 16(a) Beneficial Ownership Reporting Compliance segment of the Proxy
Statement and is incorporated herein by reference.
(d) Code of Ethics for Chief Executive Officer and Senior Financial Officers of Registrant.
The Board of Directors of UPC has adopted the UPC Code of Ethics for the Chief Executive Officer
and Senior Financial Officers (the Code). A copy of the Code may be found on the Internet at our
website www.up.com/investors/governance. We intend to disclose any amendments to the Code or
any waiver from a provision of the Code on our website.
Item 11. Executive Compensation
Information concerning compensation received by our directors and our named executive officers is
presented in the Compensation Discussion and Analysis, Summary Compensation Table, Grants of Plan-
Based Awards in Fiscal Year 2009, Outstanding Equity Awards at 2009 Fiscal Year-End, Option
Exercises and Stock Vested in Fiscal Year 2009, Pension Benefits at 2009 Fiscal Year-End, Nonqualified
Deferred Compensation at 2009 Fiscal Year-End, Potential Payments Upon Termination or Change in
Control and Director Compensation in Fiscal Year 2009 segments of the Proxy Statement and is
incorporated herein by reference. Additional information regarding compensation of directors, including
Board committee members, is set forth in the By-Laws of UPC and the Stock Unit Grant and Deferred
Compensation Plan for the Board of Directors, both of which are included as exhibits to this report.
Information regarding the Compensation Committee is set forth in the Compensation Committee
Interlocks and Insider Participation and Compensation Committee Report segments of the Proxy
Statement and is incorporated herein by reference.