Norfolk Southern Proxy Filing & CEO/COO Fireside Chat

TL;DR

NSC filed proxy docs, CEO/COO did a fireside chat yesterday. Standard stuff.

AI Summary

Norfolk Southern Corporation filed a DEFA14A on April 11, 2024, indicating a proxy statement. On April 10, 2024, CEO Alan Shaw and COO John Orr participated in a virtual fireside chat with the public. The filing is related to the company's proxy materials and shareholder communications.

Why It Matters

This filing provides insight into Norfolk Southern's shareholder engagement and corporate governance activities, including recent executive communications.

Risk Assessment

Risk Level: low — The filing is a standard proxy statement and does not contain immediate financial risks or significant new disclosures.

Key Players & Entities

• NORFOLK SOUTHERN CORP (company) — Registrant
• Alan Shaw (person) — CEO of Norfolk Southern
• John Orr (person) — COO of Norfolk Southern

FAQ

Key Financial Figures

• $2,851 — amounts) Income from railway operations $2,851 $1,116 $3,967 Income taxes $493 $270 $7
• $1,116 — ) Income from railway operations $2,851 $1,116 $3,967 Income taxes $493 $270 $763 Net
• $3,967 — e from railway operations $2,851 $1,116 $3,967 Income taxes $493 $270 $763 Net income
• $493 — tions $2,851 $1,116 $3,967 Income taxes $493 $270 $763 Net income $1,827 $846 $2,673
• $270 — $2,851 $1,116 $3,967 Income taxes $493 $270 $763 Net income $1,827 $846 $2,673 Dilu
• $763 — 51 $1,116 $3,967 Income taxes $493 $270 $763 Net income $1,827 $846 $2,673 Diluted e
• $1,827 — Income taxes $493 $270 $763 Net income $1,827 $846 $2,673 Diluted earnings per share
• $846 — taxes $493 $270 $763 Net income $1,827 $846 $2,673 Diluted earnings per share $8.02
• $2,673 — s $493 $270 $763 Net income $1,827 $846 $2,673 Diluted earnings per share $8.02 $3.72
• $8.02 — $846 $2,673 Diluted earnings per share $8.02 $3.72 $11.74 Railway operating ratio (p
• $3.72 — $2,673 Diluted earnings per share $8.02 $3.72 $11.74 Railway operating ratio (percent
• $11.74 — Diluted earnings per share $8.02 $3.72 $11.74 Railway operating ratio (percent) 76.5

Filing Documents

• d752966ddefa14a.htm (DEFA14A) — 33KB
• g752966txs10g1.jpg (GRAPHIC) — 49KB
• g752966txs2g1.jpg (GRAPHIC) — 61KB
• g752966txs3g1.jpg (GRAPHIC) — 193KB
• g752966txs4g1.jpg (GRAPHIC) — 51KB
• g752966txs5g1.jpg (GRAPHIC) — 90KB
• g752966txs6g1.jpg (GRAPHIC) — 83KB
• g752966txs7g1.jpg (GRAPHIC) — 93KB
• g752966txs8g1.jpg (GRAPHIC) — 47KB
• g752966txs9g1.jpg (GRAPHIC) — 145KB
• 0001193125-24-092429.txt ( ) — 1153KB

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. On April 10, 2024, Norfolk Southerns CEO Alan Shaw and COO John Orr participated in a virtual fireside chat with the public. The following is a copy of the slide deck presented to attendees, which reflects certain changes to the slides presented made solely for SEC filing purposes. This slide deck may be used in whole or in part in certain other communications made available by Norfolk Southern. April 10, 2024 Fireside chat with alan shaw and john orr This presentation and the related materials contain forward-looking statements within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or future performance of Norfolk Southern Corporation (NYSE: NSC) ("Norfolk Southern," "NS," the "Company," "we," "our," or "us") and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or our achievements or those of our industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking "consider," "project," "may," "could," "would," "should," "intend," "predict," "potential," "feel," or other similar terminology. The Company has based these forward-looking statements on management's current expectations, assumptions, estimates, beliefs, and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's control. These and other important factors, including those discussed under "Risk Factors" in the Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the "SEC"), may cause actual results, benefits, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. Please refer to these and our subsequent SEC filings for a full discussion of those risks and uncertainties we view as most important. Forward-looking statements are not, and should not be relied upon as, a guarantee of future events or performance, nor will they necessarily prove to be accurate indications of the times at or by which any such events or performance will be achieved. As a result, actual outcomes and results may differ materially from those expressed in forward-looking statements. The forward-looking statements herein are made only as of the date they were first issued, and unless otherwise required by applicable securities laws, we disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In addition to disclosing financial results in accordance with U.S. GAAP, the accompanying presentation contains adjusted operating ratio figures. Adjusted operating ratio is a non-GAAP measure that should be viewed as a supplement to and not a substitute for our U.S. GAAP measures, and the financial results calculated in accordance with U.S. GAAP and reconciliations from these results should be carefully evaluated. See Appendix for information regarding the definition of adjusted operating ratio. Forward-Looking Statements / Non-GAAP Measures Safely Deliver Reliable and Resilient Service Drive Continuous Productivity Improvement Propel Smart and Sustainable Growth 1. Represents adjusted operating ratio. See Appendix for definition and reconciliation to GAAP operating ratio. Sub-60 Operating ratio(1) in 3-4 years, driven by productivity Productivity gains drive the bulk of our 400bps+ of margin improvement over the next 3 years Economic recovery adds another 300bps+ of margin improvement Resulting in a sub-60% Operating Ratio(1) in the next 3-4 years Operating Ratio(1) Glidepath ~ will start to see dramatic y/y margin improvement in 2H24 Train Speed 7% Improvement Evidence of Recent Improvement Terminal Dwell 8% Improvement Merchandise AAR Tr

View Full Filing

View this DEFA14A filing on SEC EDGAR