SCHEDULE 14A
SCHEDULE 14 INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Name of Registrant as Specified in Its Charter:
UNION PACIFIC CORPORATION
Name of Person(s) Filing Proxy Statement:
TEAMSTERS GENERAL FUND
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14a-6(j) (2).
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<PAGE>
Proxy Statement
of the Teamsters General Fund re:
Union Pacific Corporation
Annual Meeting
April 19, 1996
Little America Hotel
Salt Lake City, Utah
8:30 a.m.
Date sent to shareholders:
March 29, 1996
Teamsters General Fund
25 Louisiana Avenue
Washington, DC 20001
Fax 202-624-6833
Tel. 202-624-8100
To the Shareholders:
In his letter to shareholders with the proxy statement you
already received, Company Chairman Drew Lewis stated:
"Your management and Board of Directors ... addressed the
increasingly significant subject of corporate governance to
ensure that your Company is responsive to shareholder
interests and maintains its position as one of the best
managed companies in the business. The discussion of our
corporate governance practices in the Corporate Governance
Standards sections of the Proxy Statement will be of special
interest to all shareholders. We would also like to focus
your attention on our proposals to eliminate cumulative
voting in the election of directors and to declassify the
Board, which will result in annual election of all
directors."
We agree the issues before this year's annual meeting are of
special interest to shareholders. At the annual meeting,
shareholders are asked to:
1. Elect six directors, each to serve for a term of three years;
2. To amend the Revised Articles of Incorporation to eliminate
cumulative voting;
3. To amend the Revised Articles of Incorporation to declassify
the Board of Directors;
4. To ratify the appointment of Deloitte & Touche LLP as the
independent certified public accountants of the company;
5. To recommend the Board of Directors provide that an
independent director serve as the chair of the board; and
6. To transact such other business as may properly come before
the Annual meeting or any adjournment or postponement thereof.
Items 1-4 were proposed by and supported by management, and
Item 5 by shareholder Teamsters General Fund. Management has
stated that Proposals 2 and 3 are each conditioned upon
shareholder approval of the other: if one fails, management does
not plan to implement the other even if it receives majority
support.
I. OUR PROPOSAL TO HAVE A BOARD CHAIR FROM OUTSIDE MANAGEMENT
The ability of a board of directors to scrutinize
management's conduct is enhanced by its chairperson not being the
company CEO, according to many familiar with corporate
governance. The chair typically sets the agenda and can encourage
discussion (or cut it off). A chair from outside management will,
in our view, be better able to ensure that management decisions
and compensation are thoroughly reviewed.
In our view, the independence of the current board is
reflected by a 1993 Forbes article: "Lewis recently agonized over
whether to ask a director who he describes as 'disruptive and
overly negative' to leave his board. When Lewis finally made his
move, the director balked, insisting his removal be voted on by
the entire board -- which backed Lewis up." <F1>
<F1>D. Machan, "Operation Deadwood," Forbes, 5/24/93 at 114. None
of the authors or publications cited in this proxy statement are
participants in this solicitation. They have not been consulted
regarding our citing them herein nor consented thereto.
<PAGE>
The prospect of a Chairman/CEO having medical problems or
other personal problems further sharpens the need in our view to
avoid unnecessary concentration of authority in a single person.
Please vote for the following proposal:
RESOLVED, that the shareholders urge the Board of Directors
of the Company or its successor to provide that an
independent director who is not the current or former chief
executive of the Company serve as chair of the board.
While this is framed as a recommendation and would not be legally
binding, we doubt the board would ignore this recommendation if
it is approved by a majority of shareholders.
II. ELIMINATING CUMULATIVE VOTING
We urge a vote AGAINST the resolution to eliminate
cumulative voting. For many years, shareholders have enjoyed the
option of targetting their votes for individual board candidates.
UP says it will not declassify its board if
cumulative voting is retained. We do not believe shareholders
should be asked to sacrifice existing protections in order to
obtain another improvement. This is especially true in a state
such as Utah where once a shareholder's right to cumulative
voting is given up, shareholders cannot initiate its re-adoption.
Corporate governance reform should not be matter of having to
take a step back in order to take a step forward. Management
should heed the wishes of the majority of shareholders on each
corporate governance issue independently.
Management contends cumulative voting allows for "special
interest" directors but anyone elected as director has serious
legal duties to serve all shareholders. That a director has more
active support from one sector of shareholders does not mean this
director is less qualified to serve shareholders as a whole.
We believe cumulative voting is one of the few realistic
options for shareholders who wish to be able, if necessary, to
elect a director not backed by management. The cost of an
independent proxy solicitation seeking a majority of shares would
run in the hundreds of thousands of dollars, too expensive for
most shareholders. The costs of electing a director via
cumulative voting are significantly lower. In our view, a
director elected without the help of management is a director
better suited to preventing any compensation excesses or
business mistakes by management.
III. MANAGEMENT COMPENSATION
In 1995, Lewis' salary went up to $910,000 from $880,000 in
1994, and his bonus to $1,650,000 from $1,500,000. While he
received 525,000 stock options in 1994, he received none in 1995.
We incorporate herein the discussion of the subject of management
compensation in the Company's proxy statement.
Chairman Lewis has made the following comments on
compensating departing senior executives:
"You have a certain lifestyle as a CEO ... You belong to
clubs, you entertain, you have the big house, the lawn
service, the pool service; you do things differently. The
least a chief executive who gets fired should expect is two
or three years to get his feet on the ground. You take a
guy who is making $250,000 to $400,000 a year, and he's been
living on that for ten years; he's got one heck of a problem
when he tries to live on $100,000. You've got to give him
some kind of transition out of it."<F2>
<F2>
Stolley, Richard B.; Baig, Edward C. "How to fire the CEO."
Fortune, August 31, 1987, v116,p38.
<PAGE>
In our view, this attitude is not sufficiently sensitive to
shareholder interests. We hope that votes against elimination of
cumulative voting and for our proposal for an independent chair
may lead to greater board scrutiny of executive compensation
here.
DECLASSIFYING THE BOARD OF DIRECTORS:
We join management in supporting this proposal, by which all
directors would have to stand for election annually. We
incorporate by reference management's discussion of this proposal
in its proxy statement.
While management is currently making declassification
contingent on elimination of cumulative voting, we hope
management would change its view if faced with large shareholder votes in
favor of declassification but against elimination of cumulative
voting.
ELECTION OF DIRECTORS / APPOINTMENT OF AUDITORS / SECURITY
OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDERS
We incorporate herein the discussion in management's proxy statement
concerning these matters. We make no recommendation as to how to vote
in the election of directors.
PROPOSALS FOR FUTURE MEETINGS
Stockholders have certain rights under SEC Rule 14a-8 to
have proposals included in the Company's proxy statement.
Stockholders who wish to have their proposals included in the
Company's proxy statement must deliver their proposals in writing
to the Company by November 1, 1996. Please contact us if you
wish further information about shareholder proposals.
THIS SOLICITATION
The Teamsters General Fund is part of the International
Brotherhood of Teamsters ("IBT") and owns 25 shares of UP stock.
IBT-affiliated pension funds own more UP stock, though a precise
number is not known at this time, nor should investors consider
these affiliated funds to be supporters of this solicitation.
IBT represents certain employees of two UP divisions, U.P.
Motorfreight and Overnite. IBT has assisted its members in
pursuing litigation against UP over labor issues. UP Chairman
Lewis is on the board of Gannett Co., Inc. IBT is on strike
against the Detroit Newspaper Agency controlled by Gannett, and
is pursuing shareholder proposals at Gannett. At the UP
shareholders meeting we will present the independent chairman
proposal and your proxies regardless of any developments with
respect to Gannett.
We expect to bear all the costs of this solicitation, which
we estimate will be $5000. We expect to solicit proxies by mail,
telephone, telecopier and personal interviews. We will ask
trustees, brokers, custodians and other nominees to forward
solicitation materials to the beneficial owners of common stock,
and they will be reimbursed for their reasonable out-of-pocket
expenses. We expect proxies will be solicited solely by IBT
employees, who do not receive any additional compensation for
such solicitations. The persons designated as proxies on the
enclosed cards are on IBT staff.
VOTING RIGHTS AND USE OF THE PROXY CARD
You can vote on all proposals by using the proxy card that
is enclosed. We will keep all cards received confidential from
the Company until the deadline for their submission, absent a
court order requiring disclosure.
The proxy card sent you by the company does not allow you to
direct management's vote on our proposal for an independent board
chairman. Instead, it purports to give management discretionary
authority to vote against this proposal. Accordingly, if you
support the proposal, at the present time the only way to so vote
is by using the enclosed card or by voting at the meeting. We
have asked management to include the proposal in its card but so
far it has refused. If you would like the opportunity to vote the
proposal on management's card, we suggest you let the Company
know: the Company Secretary is Judy Swantak, located at UP
headquarters, Martin Tower, Eighth and Eaton Avenues, Bethlehem
PA 18018, tel. (610) 861-3215, fax (610) 861-3111.
If you have already voted the proxy card you received from
management, you can change your vote. The Company's proxy card
and our card are both revocable at any time prior to being voted
by (1) executing a new proxy card; or (2) attending and voting at
the meeting; or (3) delivering written notice of revocation to
the Company Secretary or the person holding the proxy for your
stock. Only your latest-dated proxy card will be counted.
If you sign and return the enclosed card but do not
instruct us to vote, the card will be voted FOR the proposals to
declassify the board, separate the offices of chair and CEO, and
reappoint auditors; AGAINST the proposal to eliminate cumulative
voting, and NOT VOTED in the directors election.
THE ENCLOSED PROXY DOES NOT GRANT US ANY DISCRETIONARY
VOTING AUTHORITY. Should any business other than the above come
before the meeting (which we do not anticipate), we will not vote
your shares on such matters.
Only shareholders as of February 9, 1996 are entitled to
vote. A vote of a majority of shares voted at the meeting is
required to approve our proposal for an independent chair. We
incorporate by reference the additional information
about voting requirements and outstanding shares contained in the
Company's proxy statement.
* * *
SIGN, DATE AND RETURN THE ENCLOSED BLUE CARD TO:
Teamsters General Fund
25 Louisiana Avenue
Washington, DC 20001
Fax 202-624-6833
Telephone: 202-624-8100
<PAGE>
PROXY
SOLICITED BY TEAMSTERS GENERAL FUND
ANNUAL MEETING of UNION PACIFIC CORPORATION
April 19, 1996
SALT LAKE CITY, UTAH
The undersigned hereby appoints BARTLETT NAYLOR and, WILLIAM
PATTERSON as Proxies, each with the power to appoint a
substitute, and hereby authorizes them to represent and to vote
as set forth below all shares of stock of UNION PACIFIC
CORPORATION which the undersigned is entitled to vote at the
April 19, 1996 Annual Meeting of Shareholders or any adjournment
or postponement thereof. The undersigned acknowledges receipt of
a proxy statement from the proxyholders. The proxyholders will
not vote this proxy upon any matters other than those set forth
below. If no direction is made, this Proxy will be voted for
proposals 3, 4 and 5, against proposal 2, and not voted in the
election of directors.
Please mark your votes with an X.
Management has conditioned approval of each of proposals 2 and 3
upon approval of the other proposal.
1. Election of Directors -- For Withheld For all except
____ ____ ____
___________________________________
(Except nominee(s) written above.)
Nominees: R.B. Cheney, E.V. Conway, Drew Lewis, L.W.
Matthews, III, J.L. Messman, T.A. Reynolds, Jr.
To distribute your votes on a cumulative basis, write below
the name(s) of the nominee(s) you wish to vote for and the
number of votes you wish to cast for each.
_________________________________________________
WE RECOMMEND A VOTE "AGAINST" THE FOLLOWING ITEM:
2. Approval of amending the Revised For Against Abstain
Articles of Incorporation to eliminate ___ _____ _____
cumulative voting.
WE RECOMMEND A VOTE "FOR" THE FOLLOWING ITEMS
3. Approval of amending the Revised For Against Abstain
Articles of Incorporation to ___ _____ _____
declassify the Board.
4. Ratify appointment of Deloitte For Against Abstain
& Touche as independent auditors. ___ _____ _____
5. Approval of resolution urging For Against Abstain
board to provide for an independent ___ _____ _____
chairman
Dated:__________________, 1996
Signature(s)_______________________
___________________________________
Please sign exactly as your name appears on Union Pacific's
records. Joint owners should each sign personally. Where
applicable, indicate your official title or representation
capacity.
Address ___________________________________________
Tel. ________________
If you own through a broker or other nominee, please list record
owner's name and address:
