Norfolk Southern Files Proxy Materials

TL;DR

NSC just dropped more proxy docs for shareholders. Vote wisely.

AI Summary

Norfolk Southern Corporation filed a DEFA14A on April 29, 2024, indicating the distribution of a communication to shareholders. This filing is a definitive additional material, suggesting it supplements previous proxy materials. The company is a Class I freight railroad operating primarily in the Eastern United States.

Why It Matters

This filing provides shareholders with updated information and materials related to the company's proxy statement, which is crucial for voting on corporate matters.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not contain new financial information or significant corporate actions that would inherently increase risk.

Key Players & Entities

• NORFOLK SOUTHERN CORP (company) — Registrant
• 0000702165 (company) — Central Index Key
• April 29, 2024 (date) — Filing Date

FAQ

Filing Documents

• d828385ddefa14a.htm (DEFA14A) — 41KB
• g828385dsp007.jpg (GRAPHIC) — 232KB
• g828385dsp008.jpg (GRAPHIC) — 249KB
• g828385dsp009.jpg (GRAPHIC) — 145KB
• g828385g0429074926637.jpg (GRAPHIC) — 18KB
• g828385page010.jpg (GRAPHIC) — 4KB
• g828385page010a.jpg (GRAPHIC) — 2KB
• 0001193125-24-122706.txt ( ) — 934KB

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 29, 2024, Norfolk Southern Corporation distributed the following communication to shareholders, which may be used in the future in whole or in part by the Company: FOR IMMEDIATE RELEASE Norfolk Southern: Ancora makes unauthorized, value-destructive commitments on behalf of Norfolk Southern to buy votes Clearly demonstrates Ancoras nominees are NOT independent and are beholden ONLY to Ancora, not all shareholders Ancora is in violation of the Railway Labor Act, attempting to undermine the companys bargaining process ATLANTA, April 29, 2024 Norfolk Southern Corporation (NYSE: NSC) Monday issued the following statement after being made aware that Ancora Holdings LLC (Ancora) has, without any authority or authorization, negotiated and signed a memorandum of understanding with The Brotherhood of Locomotive Engineers and Trainmen (BLET), a division of the International Brotherhood of Teamsters. This unauthorized agreement purports to offer specific concessions by Norfolk Southern to the BLET in exchange for the BLETs support of Ancoras attempt to gain control of the companys board. Ancora, a shareholder in Norfolk Southern with no authority whatsoever to enter into any current or future binding agreement on behalf of the company, has negotiated and signed a memorandum of understanding with the BLET that commits its director nominees to future actions if they gain control of the board. Ancoras actions are a blatant attempt to buy votes through backdoor deals to take control of the company. This desperate effort by Ancora, if successful, provides concessions to the BLET that limit operational flexibility and destroy significant value for the company. Aside from violating the Railway Labor Act rules that grant exclusive negotiating authority to representatives of Norfolk Southern, Ancora has demonstrated that its own nominees are not independent and are beholden only to Ancora. Clearly, Ancora is willing to take any steps to get its nominees elected to the board, including making unauthorized commitments to Norfolk Southerns employee unions to cover up its own management candidates abhorrent track record with labor. Together with our unions, Norfolk Southern has made significant progress to create a safer, more productive railroad. Unions representing the majority of our craft workers have publicly supported our strategy and raised concerns about the dangers of Ancoras plan. We remain focused on responsibly improving our operational performance, employees quality of life and working environment. In contrast, Ancora is misleading shareholders and employees with false promises and unauthorized financial commitments that would destroy shareholder value. Norfolk Southern Corporation | 1 For additional information, please visit VoteNorfolkSouthern.com . ### About Norfolk Southern Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a customer-centric and operations-driven freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver more than 7 million carloads annually, from agriculture to consumer goods, and Norfolk Southern originates more automotive traffic than any other Class I Railroad. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It serves a majority of the countrys population and manufacturing base, with connections to every major container port on the Atlantic coast as well as major ports in the Gulf of Mexico and Great Lakes. Learn more by visiting www.NorfolkSouthern.com . Media Inquiries: Media Relations Investor Inquiries: Luke Nichols , 470-867-4807 Important Additional Information The Company has filed a definitive proxy statement (the 2024 Proxy Statement) on Schedule 14A and a WHITE proxy card with the Securities and Exchange Commission (the SEC) in connection with the solicitation of proxies for its 2024 Ann

View Full Filing

View this DEFA14A filing on SEC EDGAR