Norfolk Southern Enters Material Definitive Agreement

TL;DR

NSC signed a big deal, details coming soon.

AI Summary

Norfolk Southern Corporation announced on November 13, 2024, that it has entered into a material definitive agreement. The company filed an 8-K report detailing this agreement, which is a significant event for the railroad operator. Further details regarding the nature and financial implications of this agreement are expected to be disclosed.

Why It Matters

This filing indicates a significant business development for Norfolk Southern, potentially impacting its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The entry into a material definitive agreement suggests a significant event that could carry financial or operational risks and rewards, requiring further information for a precise assessment.

Key Players & Entities

• Norfolk Southern Corporation (company) — Registrant
• November 13, 2024 (date) — Date of earliest event reported
• November 14, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $1.00 — n Corporation Common Stock (Par Value $1.00) NSC New York Stock Exchange Indi

Filing Documents

• e24446_nsc-8k.htm (8-K) — 31KB
• e24446_ex10-1.htm (EX-10.1) — 159KB
• e24446_ex99-1.htm (EX-99.1) — 11KB
• nsc_logo.jpg (GRAPHIC) — 7KB
• e24446001.jpg (GRAPHIC) — 34KB
• 0001552781-24-000606.txt ( ) — 465KB
• nsc-20241113.xsd (EX-101.SCH) — 3KB
• nsc-20241113_lab.xml (EX-101.LAB) — 33KB
• nsc-20241113_pre.xml (EX-101.PRE) — 22KB
• e24446_nsc-8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 13, 2024, Norfolk Southern Corporation (the " Company ") entered into a cooperation agreement (the "Cooperation Agreement") with Ancora Catalyst Institutional, LP and certain of its affiliates (together, the " Ancora Parties "). The following is a summary of the material terms of the Cooperation Agreement. The summary does not purport to be complete and is qualified in its entirety by reference to the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. Pursuant to the Cooperation Agreement, the Company and the Ancora Parties have agreed to work together in good faith to identify and mutually agree, as promptly as practicable after the date of the Cooperation Agreement, but prior to January 31, 2025, upon an independent director candidate (the " New Independent Director "), for appointment to the Company's board of directors (the " Board "). At such time the New Independent Director is appointed to the Board, the size of the Board will increase from 13 to 14 directors. Under the Cooperation Agreement, the Company also agreed to include each of Gilbert Lamphere, Sameh Fahmy, William Clyburn and the New Independent Director (the " Ancora Nominees ") in the Company's slate of nominees for election as directors of the Company at the Company's 2025 annual meeting of shareholders (the " 2025 Annual Meeting ") and will recommend, support and solicit proxies for the election of each of the Ancora Nominees at the 2025 Annual Meeting in the same manner as for the Company's other nominees at the 2025 Annual Meeting. In the event that any Ancora Nominee is unable or unwilling to stand for election at the 2025 Annual Meeting, an alternative nominee reasonably approved by the Ancora Parties will be nominated to stand for election to the Board at the 2025 Annual Meeting in place of such Ancora Nominee. Pursuant to the Cooperation Agreement, the Ancor

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On November 14, 2024, the Company issued a press release relating to the Cooperation Agreement, as described in Item 1.01 above. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein. The information furnished pursuant to this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Cooperation Agreement, dated November 13, 2024, by and among Norfolk Southern Corporation, Ancora Catalyst Institutional LP and certain of its affiliates 99.1 Press Release dated November 14, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NORFOLK SOUTHERN CORPORATION (Registrant) /s/ Jeremy Ballard Name: Jeremy Ballard Title: Corporate Secretary Date: November 14, 2024

View Full Filing

View this 8-K filing on SEC EDGAR