Norfolk Southern Files Proxy Materials

TL;DR

NSC filed proxy docs, shareholders get updates.

AI Summary

Norfolk Southern Corporation filed a DEFA14A on May 2, 2024, indicating a communication made available to its shareholders. This filing is a definitive additional material, suggesting it supplements previous proxy materials. The company is headquartered in Atlanta, GA, and operates in the railroad industry.

Why It Matters

This filing provides shareholders with important information regarding their rights and the company's governance, potentially influencing voting decisions on corporate matters.

Risk Assessment

Risk Level: low — This is a routine proxy filing and does not appear to contain significant new risks or disclosures.

Key Players & Entities

• NORFOLK SOUTHERN CORP (company) — Registrant
• 0000702165 (company) — Central Index Key
• 521188014 (company) — IRS Number
• VA (company) — State of Incorporation
• 650 W PEACHTREE STREET NW (company) — Business Address Street 1
• ATLANTA (company) — Business Address City
• GA (company) — Business Address State
• 30308 (company) — Business Address Zip
• 470-463-6807 (company) — Business Phone
• May 2, 2024 (date) — Filing Date

FAQ

Filing Documents

• d799411ddefa14a.htm (DEFA14A) — 24KB
• g799411g03g03.jpg (GRAPHIC) — 458KB
• g799411g03g04.jpg (GRAPHIC) — 404KB
• g799411g03g05.jpg (GRAPHIC) — 296KB
• g799411g03g06.jpg (GRAPHIC) — 330KB
• g799411g03g07.jpg (GRAPHIC) — 397KB
• 0001193125-24-128470.txt ( ) — 2621KB

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 May 2, 2024, the following communication was made available to Norfolk Southern shareholders, which may be used in the future in whole or in part by the Company: ### 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 Annual Meeting of Shareholders (the 2024 Annual Meeting). SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE COMPANYS 2024 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE WHITE PROXY CARD AND ANY OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy of the 2024 Proxy Statement, any amendments or supplements to the 2024 Proxy Statement and other documents that the Company files with the SEC from the SECs website at www.sec.gov or the Companys website at https://norfolksouthern.investorroom.com as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC. Certain Information Concerning Participants The Company, its directors and certain of its executive officers and employees may be deemed participants in the solicitation of proxies from shareholders in connection with the matters to be considered at the 2024 Annual Meeting. Information regarding the direct and indirect interests, by security holdings or otherwise, of the persons who may, under the rules of the SEC, be considered participants in the solicitation of shareholders in connection with the 2024 Annual Meeting is included in Norfolk Southerns 2024 Proxy Statement, filed with the SEC on March 20, 2024. To the extent holdings by our directors and executive officers of Norfolk Southern securities reported in the 2024 Proxy Statement for the 2024 Annual Meeting have changed, such changes have been or will be reflected on Statements of Change of Ownership on Forms 3, 4 or 5 filed with the SEC. These documents are available free of charge as described above. Cautionary Statement on Forward-Looking Statements Certain statements in this communication are forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance, including statements relating to our ability to execute on our strategic plan and our 2024 Annual Meeting 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 statements may be identified by the use of words like may, will, could, would, should, expect, plan, anticipate, intend, believe, estimate, project, consider, predict, potential, feel, or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates, beliefs, and projections. While the Company believes these expectations, assumptions, estimates, and projections are reasonable, such 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 Companys control. These and other important factors, including those discussed under Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as the Companys subsequent filings with the SEC, may cause actual results, performance, or achievements to differ materially from those expressed or implied by these 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, the Company disclaims any intention or obligation to update or revise any forward-looking Non-GAAP Financial Measures Th

View Full Filing

View this DEFA14A filing on SEC EDGAR