Ancora Secures Meaningful Change at Norfolk Southern
May 09 2024 - 8:49AM
Business Wire
Preliminary Voting Results for 2024 Annual
Meeting Indicate Shareholders Have Elected Ancora Nominees William
Clyburn, Jr., Sameh Fahmy and Gilbert Lamphere
Results Also Indicate Shareholders Have Not
Supported Amy Miles (Board Chair), Jennifer Scanlon (Chair of
Governance and Nominating Committee) and John Thompson (Chair of
Human Capital Management and Compensation Committee)
Highlights CEO Alan Shaw Essentially
Received a Vote of No Confidence, With Barely 50% of the Company’s
Outstanding Shares Supporting Him
Underscores the
Campaign for Changes in Leadership and Strategy Will Continue Ahead
of Next Month’s Government Report on the East Palestine Derailment
and Toxic Burn
Ohio-based Ancora Holdings Group, LLC (collectively with its
affiliates, “Ancora” or “we”) today commented on the prospective
outcome of Norfolk Southern Corporation’s (NYSE: NSC) (“Norfolk
Southern” or the “Company”) 2024 Annual Meeting of Shareholders
(the “Annual Meeting”). Based on preliminary vote results,
shareholders voted to elect Ancora nominees William Clyburn, Jr.,
Sameh Fahmy and Gilbert Lamphere to the Company’s Board of
Directors (the “Board”) at the 2024 Annual Meeting of Shareholders
(the “Annual Meeting”). This means that a
majority of Norfolk Southern’s Board will now be comprised of
directors nominated or unopposed by Ancora.
Frederick D. DiSanto, Chairman and Chief Executive Officer of
Ancora, and James Chadwick, President of Ancora Alternatives LLC,
commented:
“It’s an extremely positive development for shareholders that
this campaign has driven significant changes at Norfolk Southern,
including the ouster of the Board Chair, Governance Committee Chair
and Compensation Committee Chair. This represents a loud and clear
message to replace the Company’s unqualified CEO and reconsider its
ineffective strategy, which has driven industry-worst customer
delivery times, severe derailments and persistent share price
underperformance. Notably, CEO Alan Shaw received what we deem a
resounding vote of no confidence based on preliminary voting
results that indicate he barely received support from holders of
50% of the Company’s outstanding shares. The first step toward
turning around Norfolk Southern has been taken by electing Messrs.
Clyburn, Fahmy and Lamphere. Given that we have no standstill
agreement and a clear mandate from a critical mass of shareholders,
we will continue to hold Mr. Shaw to account and push for the
appointment of a qualified operator who can actually drive
shareholder value. The campaign for change at this great American
railroad will continue.”
***
About Ancora
Founded in 2003, Ancora Holdings Group, LLC offers integrated
investment advisory, wealth management, retirement plan services
and insurance solutions to individuals and institutions across the
United States. The firm is a long-term supporter of union labor and
has a history of working with union groups and public pension plans
to deliver long-term value. Ancora’s comprehensive service offering
is complemented by a dedicated team that has the breadth of
expertise and operational structure of a global institution, with
the responsiveness and flexibility of a boutique firm. For more
information about Ancora, please visit https://ancora.net.
Advisors
Cadwalader, Wickersham & Taft LLP is serving as legal
advisor, with Longacre Square Partners LLC serving as
communications and strategy advisor and D.F. King & Co., Inc.
serving as proxy solicitor.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information herein contains “forward-looking statements.”
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as “may,” “will,”
“expects,” “intends,” “believes,” “anticipates,” “plans,”
“estimates,” “projects,” “potential,” “targets,” “forecasts,”
“seeks,” “could,” “should” or the negative of such terms or other
variations on such terms or comparable terminology. Similarly,
statements that describe our objectives, plans or goals are
forward-looking. Forward-looking statements relate to future events
or future performance and involve known and unknown risks,
uncertainties, and other factors that may cause actual results,
levels of activity, performance or achievements or those of the
industry to be materially different from those expressed or implied
by any forward-looking statements. Norfolk Southern Corporation, a
Virginia corporation (“Norfolk Southern”), has also identified
additional risks relating to its business in its public filings
with the Securities and Exchange Commission (the “SEC”). Ancora
Alternatives LLC (“Ancora Alternatives”), and as applicable the
other participants in the proxy solicitation, have based these
forward-looking statements on current expectations, assumptions,
estimates, beliefs, and projections. While Ancora Alternatives and
the other participants, as applicable, believe 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 participants’ control. There
can be no assurance that any idea or assumption herein is, or will
be proven, correct. If one or more of the risks or uncertainties
materialize, or if the underlying assumptions of Ancora
Alternatives or any of the other participants described herein
prove to be incorrect, the actual results may vary materially from
outcomes indicated by these statements. Accordingly,
forward-looking statements should not be regarded as a
representation by Ancora Alternatives that the future plans,
estimates or expectations contemplated will ever be achieved. You
should not rely upon forward-looking statements as a prediction of
actual results and actual results may vary materially from what is
expressed in or indicated by the forward-looking statements. Except
to the extent required by applicable law, neither Ancora
Alternatives nor any participant will undertake and specifically
declines any obligation to disclose the results of any revisions
that may be made to any projected results or forward-looking
statements herein to reflect events or circumstances after the date
of such projected results or statements or to reflect the
occurrence of anticipated or unanticipated events.
Certain statements and information included herein have been
sourced from third parties. Ancora Alternatives does not make any
representations regarding the accuracy, completeness or timeliness
of such third party statements or information. Except as may be
expressly set forth herein, permission to cite such statements or
information has neither been sought nor obtained from such third
parties. Any such statements or information should not be viewed as
an indication of support from such third parties for the views
expressed herein.
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version on businesswire.com: https://www.businesswire.com/news/home/20240509439546/en/
Longacre Square Partners Greg Marose / Charlotte Kiaie,
646-386-0091 MoveNSCForward@longacresquare.com
D.F. King & Co., Inc. Edward McCarthy 212-229-2634
MoveNSCForward@dfking.com
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