The votes are in: Shareholders of Union Pacific and Norfolk Southern, in Special Meetings held Nov. 14, approved the merger of the two railroads to form a U.S. transcontinental, with in-favor margins approaching 100%.
UP on Nov. 14 announced that 99.5% of votes cast were in favor of issuing new shares of UP common stock in connection with the NS merger. NS announced that its shareholders “voted overwhelmingly, with nearly 99% of the shares cast in favor,” to approve the transaction with UP. Under the terms of the agreement, NS shareholders will receive 1.0 UP common share and $88.82 in cash for each share of NS owned. The transaction, both companies said, is expected to close “by early 2027, subject to Surface Transportation Board review and approval within its statutory timeline and customary closing conditions.”
The preliminary vote count from UP’s special meeting of shareholders “represented nearly 80% of all outstanding shares,” UP noted. The final vote counts for both railroads will be reported in 8-K Forms filed with the U.S. Securities and Exchange Commission, after certification by UP and NS independent inspectors of elections.
“We appreciate our shareholders’ support in reaching this important milestone on our path to building [the U.S.’s] first coast-to-coast railroad,” said UP CEO Jim Vena. “Our shareholders see the value and understand this merger will unlock new opportunities to enhance service, growth and innovation. We look forward to filing our application with the STB and detailing how the transaction will provide seamless, single-line service across the country to improve transit times, safely increase reliability and strengthen the competitiveness of U.S rail.”
The transaction is subject to STB review and approval within its statutory timeline as well as customary closing conditions.
“The approval of our shareholders marks a key milestone in our journey to create the [U.S.’s] first coast-to-coast transcontinental railroad, combining complementary networks and capabilities to unlock a multiplier effect for benefits to all stakeholders,” said Mark George, President and CEO of NS. “The merger will preserve union jobs and improve safety while delivering faster, more reliable transit times. Together with UP, we will make rail more competitive with highways, offering customers new, more attractive shipping alternatives, unleashing the industrial strength of American manufacturing and creating new sources of economic growth across the country.”
Vena and George will appear jointly at Railway Age’s Next Generation Freight Rail Conference on March 10, 2026, at the Union League Club of Chicago. Joining them in separate sessions will be Keith Creel (CPKC), Tracy Robinson (CN), Tom G. Williams (BNSF), and Maryclare Kenney (CSX). STB Chairman Patrick Fuchs and Vice Chairman Michelle Schultz will appear jointly. The conference closes with NS EVP and COO John Orr, Railway Age’s 2026 Railroader of the Year.
