Union Pacific 2009 Annual Report Download - page 99

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99
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
Information as to the number of shares of our equity securities beneficially owned by each of our
directors and nominees for director, our named executive officers, our directors and executive officers as
a group, and certain beneficial owners is set forth in the Security Ownership of Certain Beneficial Owners
and Management segment of the Proxy Statement and is incorporated herein by reference.
The following table summarizes the equity compensation plans under which Union Pacific Corporation
common stock may be issued as of December 31, 2009.
Number of securities
to be issued upon
exercise o
f
outstanding options,
warrants and rights
Weighted-average
exercise price o
f
outstanding options,
warrants and rights
Number of securities
remaining available for
f
uture issuance under
equity compensation
plans (excluding
s
ecurities reflected in
column (a))
Plan Category (a) (b) (c)
Equity compensation plans approved
by security holders 14,571,145 [1] $ 42.26 [2] 33,559,150
Total 14,571,145 $ 42.26 33,559,150
[1]
I
ncludes 1,872,243 retention units that do not have an exercise price. Does not include 1,931,894 retention shares that
have been issued and are outstanding.
[2] Does not include the retention units or retention shares described above in footnote [1].
Item 13. Certain Relationships and Related Transactions and Director Independence
Information on related transactions is set forth in the Certain Relationships and Related Transactions and
Compensation Committee Interlocks and Insider Participation segments of the Proxy Statement and is
incorporated herein by reference. We do not have any relationship with any outside third party that would
enable such a party to negotiate terms of a material transaction that may not be available to, or available
from, other parties on an arm’ s-length basis.
Information regarding the independence of our directors is set forth in the Director Independence segment
of the Proxy Statement and is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services
Information concerning the fees billed by our independent registered public accounting firm and the
nature of services comprising the fees for each of the two most recent fiscal years in each of the following
categories: (i) audit fees, (ii) audit-related fees, (iii) tax fees, and (iv) all other fees, is set forth in the
Independent Registered Public Accounting Firm’ s Fees and Services segment of the Proxy Statement and
is incorporated herein by reference.
Information concerning our Audit Committee’ s policies and procedures pertaining to pre-approval of
audit and non-audit services rendered by our independent registered public accounting firm is set forth in
the Audit Committee segment of the Proxy Statement and is incorporated herein by reference.