Union Pacific 2007 Annual Report Download - page 86

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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, 2007.
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
Equity compensation plans approved
by security holders................................. 7,670,459[1] $72.54[2] 19,300,864
Equity compensation plans not
approved by security holders [3] .......... 432,689 55.00 -
Total .......................................................... 8,103,148 $71.53 19,300,864
[1] Includes 539,678 retention units that do not have an exercise price. Does not include 577,562 retention shares that are actually issued
and outstanding.
[2] Does not include the retention units or retention shares described above in footnote [1].
[3] The UP Shares Stock Option Plan (UP Shares Plan) is the only equity compensation plan not approved by shareholders. The UP Shares
Plan was approved by our Board of Directors on April 30, 1998 and reserved 12,000,000 shares of common stock for issuance. The UP
Shares Plan was a broad-based option program that granted each active employee on April 30, 1998 non-qualified options to purchase
200 shares of common stock at $55.00 per share. Options became exercisable on May 1, 2001 and expire on April 30, 2008. If an
optionee’s employment terminates for any reason, the option remains exercisable for a period of one year after the date of termination,
but no option is exercisable after April 30, 2008. No further options may be granted under the UP Shares Plan.
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.