Why, asked a Union Pacific Corp. shareholder Friday, does the New York-based company always hold its annual meeting in Salt Lake City? It's a long trip from his Midwest home, he said.
Murmurs of agreement could be heard from others in the gathering who had flown into town for the one-hour yearly meeting.That's a good question, replied Drew Lewis from his podium at a Little America Hotel meeting room his first annual meeting since taking the corporate helm last year as chairman, president and chief executive officer.
The main reasons, he said, are that Union Pacific is a Utah corporation and most of the company's operations are in the West, but there's no legal requirement. Tradition may be involved as much as anything an annual pilgrimage back to the company's Golden Spike roots.
But tradition or not, said Lewis, a former secretary of transportation under President Reagan, company officers asked themselves the same question before Friday's meeting. Why always Salt Lake City? As a result, he said, the possibility of rotating future annual meetings into such Union Pacific cities as Omaha, St. Louis and Fort Worth will be explored.
But for 1988, the meeting was here, as usual, and a number of shareholders made the trip to voice concerns and lobby for passage of two controversial proposals, both of which UPC directors unanimously recommended be defeated. They were. Soundly.
Many U.S. corporations have found to their irritation that their annual meetings have become forums for protesters, dissidents and anyone else with a drum to beat or an ax to grind. It's simple: You just buy some shares of stock in Amalgamated Reptiles Inc. and you have a ready-made platform for protesting the killing of alligators.
There are a number of people who have become well-known to corporate executives as professional corporate dissidents. At every annual meeting they are in the audience, notes in hand, ready to ask "questions" that are really accusations.
Union Pacific has avoided much of that in the past, but on Friday a contingent of Catholic sisters representing several religious organizations based in New York and the Midwest were on hand. Their message, in essence, was that Union Pacific should not transport nuclear weapons or nuclear materials on its trains. The proposal was defeated in the proxy vote by a huge margin.
As was another proposal by Melvin E. Horton Jr., Omaha, that Union Pacific inform shareholders in detail of all direct and indirect political contributions the corporation makes. Despite the measure's defeat, Lewis pointed out that the company has no objection to making its political contributions public, only to the paperwork required to inform all shareholders, whether they want to know or not.
Pointing to documents on a table at the back of the room, Lewis said, anyone who wants to know about UP contributions is welcome to look them up. But most shareholders, he said, "aren't interested."
In addition to the two defeated proposals, four were passed on recommendation of the board among which were an executive incentive plan and a strategic incentive plan, both geared to awarding bonuses to some 200 top UPC officers.
This brought some mild protests from the audience to the effect that money spent on executive bonuses might be better used for new equipment and other capital expansion and/or for creation of bonus plans for the rank-and-file workers.
Lewis said such executive incentives are necessary for the company to attract the "best people." He said there is no plan to create a similar incentive program for hourly workers.