Norfolk Southern Urges Shareholders to Vote FOR Board Nominees

TL;DR

NSC proxy statement out, vote FOR the board. They're saying their directors are top-notch.

AI Summary

Norfolk Southern Corporation (NSC) filed a DEFA14A, highlighting its board of directors and urging shareholders to vote "FOR" its proposals. The filing emphasizes the qualifications of its board members, suggesting they are well-equipped to guide the company. This proxy statement is part of the company's ongoing engagement with its shareholders regarding corporate governance and strategic direction.

Why It Matters

This filing is crucial for shareholders as it outlines the company's recommended voting actions for its annual meeting, directly impacting the composition and direction of Norfolk Southern's leadership.

Risk Assessment

Risk Level: low — This is a standard proxy filing (DEFA14A) from Norfolk Southern, primarily focused on board nominations and shareholder voting, which typically carries low inherent risk.

Key Players & Entities

• NORFOLK SOUTHERN CORP (company) — Registrant
• 0000702165 (company) — Central Index Key
• 521188014 (company) — IRS Number
• VA (company) — State of Incorporation
• GA (company) — State
• 470-463-6807 (company) — Business Phone

FAQ

Filing Documents

• d783023ddefa14a.htm (DEFA14A) — 29KB
• g783023g0326114246195.jpg (GRAPHIC) — 18KB
• 0001193125-24-077643.txt ( ) — 55KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Under Rule 14a-12 Norfolk Southern Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. FOR IMMEDIATE RELEASE Norfolk Southern highlights strengths of its highly qualified board Urges shareholders to vote FOR ONLY Norfolk Southerns nominees on the WHITE proxy card today ATLANTA, March 26, 2024 Norfolk Southern Corporation (NYSE: NSC) today issued the following statement highlighting the strength of its board of directors and its track record of thoughtful refreshment: Norfolk Southerns board is composed of industry leaders with the specific skills needed to oversee our strategy, drive sustainable value, and hold management accountable. Our board members have significant, complementary, and diverse expertise, including rail transportation, operations, finance, regulatory and governmental relations, safety, sustainability, cybersecurity, and other relevant skills to continue the boards effective, independent oversight. The board embraces change and feedback from investors to ensure alignment with shareholders best interests. Indeed, the board has led a thoughtful and comprehensive refreshment process to ensure it is best positioned to hold management accountable and deliver results for shareholders. This includes appointing six new directors in the past five years. The board most recently nominated Richard Anderson, former CEO of Delta and Amtrak, and Mary Kathryn Heidi Heitkamp, former U.S. Senator and rail safety advocate. As a result of its ongoing refreshment process, Norfolk Southern has assembled a board comprising leaders who represent the best of their respective industries: Admiral Philip Davidson (retired four-star Admiral in the U.S. Navy); Francesca DeBiase (former EVP and global chief supply chain officer at McDonalds Corporation); Marcela Donadio (former audit partner and Americas Oil and Gas sector leader at Ernst & Young); John Huffard, Jr. (seasoned technology and cybersecurity executive with over two decades of experience as co-founder of Tenable Holdings, Inc.); Christopher Jones (former corporate VP and president of the technology services sector of Northrop Grumman Corporation); Colm Kelleher (Chairman of the Board of UBS Group AG and former president of Morgan Stanley); Amy Miles, independent chair of the board (former CEO of Regal Entertainment Group); Claude Mongeau (renowned railroad executive and former CEO of Canadian National); Jennifer Scanlon (current CEO of UL Solutions Inc., a leading global safety science organization, and former CEO of USG Corporation); Norfolk Southern Corporation | 1 Alan Shaw (Norfolk Southerns president and CEO responsible for developing and implementing our balanced strategy, and who previously served as EVP and CMO and VP, Intermodal Operations); and John Thompson (former senior executive and director at multiple customer-facing publicly traded companies, including Best Buy Co., Inc.). It is this cohort of extremely talented and experienced directors that Ancora would have shareholders dismantle and replace with inferior nominees who the board has determined lack the necessary qualifications to serve on the board. They are being put forward solely as part of Ancoras campaign to remove management and take control of the board to implement Ancoras ill-conceived and reckless strategy. Ancoras attempt is not only unwarranted, it would introduce significant risk to our strategy and result in value destruction for our shareholders. Your Vote is Important We strongly urge you vote for the entire slate of 13 highly qualified and experienced Norfolk Southern director nominees. Your vote is extremely important, no matter how many shares you own. Please use the enclosed WHITE proxy card to vote ONLY FOR Norfolk Southerns 13 nominees today. Please simply DISCARD any Blue proxy card you may receive from Ancora. If you inadvertently voted using a Blue proxy card, you may cancel that vote simply by voting again TODAY using the Companys WHITE proxy card. Only your latest-dated vote will count! In the coming weeks, Norfolk Southern will continue to provide updates on how our strategy can deliver substantial incremental shareholder value. We encourage you to visit VoteNorfolkSouthern.co

View Full Filing

View this DEFA14A filing on SEC EDGAR