Union Pacific 2007 Annual Report Download - page 85

Download and view the complete annual report

Please find page 85 of the 2007 Union Pacific annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 100

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100

81
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. 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 2007, Outstanding Equity Awards at 2007 Fiscal Year-End, Option Exercises and Stock Vested in
Fiscal Year 2007, Pension Benefits at 2007 Fiscal Year-End, Nonqualified Deferred Compensation at 2007
Fiscal Year-End, Potential Payments Upon Termination or Change in Control and Director Compensation in
Fiscal Year 2007 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.
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