Independent
Tenure on this board
2.1 yrs
12 nominees · 3 ballot items.
Election of 12 directors; Ratification of KPMG LLP as independent registered public accounting firm for 2026; Advisory approval of executive compensation (Say-on-Pay).
Elect 12 nominees to the Board of Directors for one-year terms expiring at the 2027 Annual Meeting.
Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
Approve, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the proxy statement.
The proposal requests an advisory (non-binding) shareholder vote to approve the Company’s executive compensation program as disclosed in the proxy statement. Management is seeking shareholder endorsement to validate its compensation design, which includes a mix of base salary, annual incentives tied to operating ratio, operating income, revenue, service, and safety metrics, and long-term incentives largely composed of PSUs (weighted to ROAIC and relative TSR), RSUs, and stock options. Management’s rationale emphasizes alignment with shareholder interests through pay-for-performance features, governance enhancements following a poor 2024 Say-on-Pay vote (including increased shareholder engagement, committee restructurings, and plan design changes), and retention measures related to the pending merger with Union Pacific. The board recommends a FOR vote, arguing that the program is responsive to shareholder feedback, includes robust clawback and anti-hedging policies, and ties pay to multi-year performance measures. The committee also points to a 95% prior say-on-pay approval in 2025 as evidence of investor support for recent changes.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 14,586,659 | $4.2B |
| 2 | STATE STREET CORP | 4.4% | 9,834,046 | $2.8B |
| 3 | DODGE COX | 2.8% | 6,257,750 | $1.8B |
| 4 | BlackRock, Inc. | 2.6% | 5,828,415 | $1.7B |
| 5 | BlackRock, Inc. | 2.2% | 4,845,976 | $1.4B |
| 6 | MILLENNIUM MANAGEMENT LLC | 2.0% | 4,584,086 | $1.3B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 4,353,710 | $1.2B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.8% | 4,025,893 | $1.2B |
| 9 | Pentwater Capital Management LPActivist | 1.4% | 3,220,000 | $924M |
| 10 | CITADEL ADVISORS LLC | 1.1% | 2,572,326 | $738M |
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