The vast majority of shareholders for Union Pacific and Norfolk Southern voted on Friday to support the $85 billion merger that would transform the two companies into a transcontinental railroad titan.
The proposed merger still needs to be approved by the independent Surface Transportation Board, but the shareholder vote, with more than 99% supporting the merger, marks a major step forward. If completed, the deal will create the nation’s first coast-to-coast rail network.
“Our shareholders see the value and understand this merger will unlock new opportunities to enhance service, growth and innovation,” Union Pacific CEO Jim Vena said in a statement, adding he expects the formal merger application to be filed later this month or early next.
“The merger will preserve union jobs and improve safety while delivering faster, more reliable transit times,” Norfolk Southern President and CEO Mark George said separately. “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.”
In late July, Union Pacific announced its pending acquisition of Norfolk Southern to combine their extensive railroad portfolios. The move has since drawn the support of President Donald Trump, whose administration will likely approve the transaction.
After meeting with Vena in September, Trump said the prospect “sounds good to me” and called Union Pacific a “great railroad.”
Both freight railroad companies are eyeing an early 2027 date to close the transaction, pending regulatory approval from the Surface Transportation Board.
The merger has also received support from SMART-TD, the nation’s largest railroad union, and various shipping companies. However, it has drawn criticism from BNSF Railway over concerns that Union Pacific-Norfolk Southern would cut the competition and lead to higher shipping rates for customers.
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“No customer is asking for a UP-NS merger to happen. It’s driven by Wall Street on the promise of a big shareholder payout,” BNSF said in a document. “BNSF does not believe a merger is necessary at this time, when we can deliver immediate benefits to our customers while preserving competition.”
Despite public concerns, Vena and George are optimistic that the Trump administration will approve the deal, given the president’s pro-business agenda. They are also set to benefit from Trump’s firing of a Democrat on the five-member Surface Transportation Board, the only member who opposed Canadian Pacific’s successful $31 billion merger with Kansas City Southern in 2023.