Continues board refreshment with nominations
of Richard Anderson and
Heidi Heitkamp to board of
directors
Reiterates focus on safety and service while
working to drive significant margin improvement through
balanced strategy under CEO Alan H.
Shaw
Board REJECTS Ancora's nominees and
short-sighted plan that jeopardizes sustainable shareholder
value creation
ATLANTA, Feb. 26,
2024 /PRNewswire/ -- Norfolk Southern
Corporation (NYSE: NSC) announced Monday that it has filed its
preliminary proxy materials with the Securities and Exchange
Commission (SEC) in connection with its upcoming 2024 Annual
Meeting of Shareholders. The preliminary proxy statement is
available on the Investor Relations section of the Norfolk Southern
website at www.norfolksouthern.com. In connection with the filing,
the Norfolk Southern Board of Directors:
- Announced its slate of 13 highly qualified nominees for the
2024 Annual Meeting, including two new, deeply experienced
independent director candidates, Richard H. Anderson, former
CEO of Amtrak and Delta Air Lines, and Mary Kathryn "Heidi"
Heitkamp, former U.S. Senator.
- Confirmed its unanimous support for the company's strategy that
balances safe and reliable service, continuous productivity
improvement and smart growth under the leadership of CEO
Alan H. Shaw. The strategy is designed to deliver top-tier EPS
and revenue growth at industry-competitive
margins.
- Rejected Ancora's control slate of eight nominees as well
as its short-sighted strategy.
Amy Miles, independent chair of
Norfolk Southern's Board of Directors, said, "As a board, our
priority is ensuring we have the right composition to guide Norfolk
Southern in improving operating performance, enhancing safety,
delivering value for our customers and shareholders, and fulfilling
our commitments to our stakeholders. Our focus on meaningful
refreshment – evidenced by the two new directors added in 2023 and
two new nominees presented for the 2024 annual meeting – reflects
these strategic priorities and our commitment to strong governance
and oversight."
Miles continued, "We are open-minded to all opportunities to
enhance shareholder value and are committed to overseeing and
holding our management team accountable. We are confident that the
continued execution of our balanced strategy – under the vision and
leadership of Alan Shaw – is
critical as we prioritize operational rigor, safety, and service.
It is imperative the company continues to execute on its strategy,
without interruption or interference, for the benefit of
shareholders, customers, communities, and the industry."
Miles added, "Following numerous discussions with
representatives of Ancora and its nominees, we have determined that
none of them possess skills or experience that are not already well
represented among our board nominees. Further, it would be highly
disruptive to our operations, our workers, and the North American
supply chain to replace a majority of our well-functioning board,
which we have refreshed in a thoughtful and intentional manner over
the last several years in order to adopt Ancora's short-sighted
strategy. The board is unanimous in rejecting Ancora's candidates
and remains unwavering in its commitment to act in the best
interests of all shareholders."
Directors Thomas Bell and
Steven Leer will not stand for
re-election at the 2024 Annual Meeting and as previously announced,
Directors Mitchell Daniels, Jr. and
Michael Lockhart have reached the
mandatory retirement age and are retiring from the Norfolk Southern
Board at the 2024 Annual Meeting.
Miles concluded, "We are grateful to Tom, Steve, Mitch, and
Michael for their meaningful contributions to Norfolk Southern, and
in turn look forward to welcoming Heidi and Richard to the
board."
Relentless focus on safety and service while working to drive
significant margin improvement through a balanced strategy
Following the East Palestine incident a year ago, Norfolk
Southern has made necessary investments to accelerate enhancements
to its safety culture and operational transformation. This includes
new technology, enhanced training and additional staffing, as well
as adjustments to network design and train assembly procedures.
Today, the company's mainline accident rate is the lowest it has
been in years and is among the best of the US Class 1 rails. These
investments and operational advancements have meaningfully improved
the company's safety performance and service product in both its
intermodal and merchandise networks. The company has fundamentally
transformed its processes to reaffirm the trust of its customers,
establish confidence with communities, and regain the trust of
regulators to position it for sustainability and success in 2024
and beyond.
Today, under Shaw's leadership, Norfolk Southern's plan is
focused on three pillars: safely delivering reliable and resilient
service, driving continuous efficiency improvement, and propelling
smart and sustainable growth. The company's goal is to create a
more resilient railroad with a compelling service product to
outperform throughout market cycles. As part of that effort, the
company is building a more fluid network positioned to take on
additional volume and better serve customers so it can deliver on
its commitments of top-tier earnings and revenue growth with
industry-competitive margins and disciplined capital allocation.
Through its scheduled operating model, the company will drive
productivity through its network that will result in meaningful
annual margin improvements and drive long-term shareholder
value.
By executing on its strategic vision, Norfolk Southern deployed
new initiatives in 2023, and as a result delivered numerous notable
operational achievements, including:
- Providing its best intermodal service in over three years
in the fourth quarter of 2023 and growing intermodal volume by 5%
on a year-over-year basis;
- Achieving industry-leading safety results, notably a 42%
reduction in mainline accident rate in 2023 and the fewest mainline
accidents since 1999;
- Improving terminal dwell time and manifest train speed
year-over-year; and
- Completing over $1 billion in
comprehensive infrastructure improvement projects throughout its
22-state network to further enhance safety and efficiency.
While 2023 presented several significant challenges to service
and financial performance, the company has navigated those
challenges and responsibly enhanced service, safety, and growth to
protect the franchise and shareholders. Now, in 2024, Norfolk
Southern is positioned to advance the scheduled railroading
operating principles in its merchandise network that have driven
productivity improvements in its intermodal network. By doing so,
Norfolk Southern expects to reduce variability, complexity, and
cost. At the same time, the management team has been conducting a
full portfolio review of the company's intermodal franchise to
identify opportunities to further simplify and accelerate the
network, ultimately contributing to improving operating
margins.
Recklessly chasing cost reduction at the expense of safety and
service is not a winning strategy for creating sustainable
shareholder value. Norfolk Southern's customers, regulators and
employees have made it very clear – they will not tolerate service
declines and safety lapses in pursuit of extreme near-term cost
reductions. As articulated by key regulators, the approach Ancora
has outlined, given the track record of certain of its board and
management candidates, should be a serious cause for concern among
all stakeholders who support the long-term growth and
sustainability of the rail industry.
Proven commitment to board refreshment
As noted in the preliminary proxy materials, the board
unanimously recommends that shareholders vote on the WHITE card
only for its slate of 13 directors. The Norfolk Southern Board has
maintained an ongoing process of refreshment, with six directors
appointed to the board in the past five years. In July 2023, Admiral Philip
Davidson, U.S. Navy (Ret.) and Francesca DeBiase were added to the board as
independent directors, providing significant and immediate
contributions to the board's work on safety and risk oversight, as
well as operations and logistics expertise. The board is advancing
its commitment to refreshment and a strong skill composition with
the most recent additions of Anderson and Heitkamp to its slate of
director nominees. Specifically:
- Richard H. Anderson: Anderson's significant
executive leadership experience in the transportation industry
spans over two decades, including his roles as president and CEO of
Amtrak and CEO of Delta Air Lines. His rail industry leadership and
expertise will serve as a critical perspective to advise senior
management and the board on railway and transportation sector
issues such as operations, safety, strategic planning, labor
relations, environment, and governmental and stakeholder relations,
which support Norfolk Southern's balanced strategy.
- Mary Kathryn "Heidi" Heitkamp: Heitkamp's
significant public service experience as a U.S. Senator,
North Dakota Attorney General, and
rail safety advocate will provide the board with in-depth expertise
on regulatory matters, safety, and governmental and stakeholder
relations. These are essential to the company as it works with
federal and state agencies to elevate safety standards across the
railroad sector and advance its strategy of delivering safe,
reliable service.
Norfolk Southern's recommended director candidates are:
Richard H. Anderson, Philip S. Davidson, Francesca A. DeBiase, Marcela E. Donadio, Mary Kathryn "Heidi"
Heitkamp, John C. Huffard, Jr.,
Christopher T. Jones, Thomas C. Kelleher, Amy
E. Miles, Claude Mongeau,
Jennifer F. Scanlon, Alan H. Shaw, and John
R. Thompson. Each of these candidates is highly
qualified and together bring the superior credentials and skills –
including significant safety, operational, risk management, and
strategic leadership experience – that are essential to supporting
Norfolk Southern's operations in furtherance of its strategic goals
and delivering significant shareholder value.
The board of directors REJECTS Ancora's nominees and its
short-sighted plan
The Norfolk Southern Board and management team have engaged
extensively with Ancora, including interviewing and considering
each of its nominees. The board has initiated multiple attempts to
reach a reasonable resolution that is in the best interests of all
Norfolk Southern shareholders.
In the coming weeks, Norfolk Southern will provide more
information about its strong board candidates and management team
and its balanced strategy to create long-term shareholder value.
The company will also provide details regarding how Ancora's
nominees and plan may not only hinder the successful execution of a
strategy that is yielding results, but also threaten Norfolk
Southern's progress on safety, its continued commitment to the
community of East Palestine, and its improved relationships with
regulators and other stakeholders. Many of these concerns have
already been raised in public forums by regulators following
Ancora's announcement of its plans.
Norfolk Southern's definitive proxy materials will soon be
mailed out to all shareholders and include a WHITE card with
voting instructions. Your vote FOR all 13 Norfolk Southern
director nominees on the WHITE card will be critical.
In the interim, Norfolk Southern strongly urges shareholders to
simply discard and NOT vote using any blue proxy card sent by
Ancora.
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
country's 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.
Important Additional Information and Where to Find It
The Company has filed a preliminary proxy statement on Schedule 14A
containing a form of 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"). The proxy statement is in preliminary form and
Norfolk Southern intends to file and mail a definitive proxy
statement (the "2024 Proxy Statement") to shareholders of Norfolk
Southern. SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE COMPANY'S
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
preliminary proxy statement, 2024 Proxy Statement, any amendments
or supplements to the 2024 Proxy Statement and other documents that
the Company files with the SEC from the SEC's website at
www.sec.gov or the Company's 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 Regarding Participants in
Solicitation
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 the
Company's preliminary proxy statement for the 2024 Annual Meeting,
filed with the SEC on February 26,
2024, and will be included in Norfolk Southern's 2024 Proxy
Statement, once available. To the extent holdings by our directors
and executive officers of Norfolk Southern securities reported in
the preliminary 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.
Forward Looking Statements
Certain statements in this
press release 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
Company's 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 Company's 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
statements, whether as a result of new information, future events,
or otherwise.
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SOURCE Norfolk Southern Corporation