NORFOLK SOUTHERN CORP false 0000702165 0000702165 2024-05-09 2024-05-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 9, 2024

 

 

 

LOGO

NORFOLK SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Virginia   1-8339   52-1188014

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

650 West Peachtree Street NW

Atlanta, Georgia

30308-1925

  (855) 667-3655
(Address of principal executive offices, including zip code)   (Registrant’s telephone number, including area code)

No Change

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Norfolk Southern Corporation Common Stock (Par Value $1.00)   NSC   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01.

Other Events.

Norfolk Southern Corporation issued a press release on May 9, 2024 concerning its 2024 Annual Meeting of Shareholders. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as part of this Current Report on Form 8-K:

 

Exhibit
Number
   Description
99.1    Press Release Dated May 9, 2024
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  NORFOLK SOUTHERN CORPORATION
  (Registrant)
 

/s/ Denise W. Hutson

  Name: Denise W. Hutson
  Title: Corporate Secretary

Date: May 9, 2024

 

3

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

Norfolk Southern announces shareholders have elected 10 of 13

of the company’s director nominees

Results reflect support for leadership team and strategy

ATLANTA, May 9, 2024 – Norfolk Southern Corporation (NYSE: NSC) announced today that the preliminary vote count of its proxy solicitor indicates that its shareholders have voted to elect 10 of Norfolk Southern’s director nominees at the 2024 Annual Meeting of Shareholders, including:

 

   

Richard H. Anderson, former CEO of Amtrak and Delta Air Lines

 

   

Philip S. Davidson, retired four-star Admiral in the U.S. Navy

 

   

Francesca A. DeBiase, former EVP and global chief supply chain officer of McDonald’s Corporation

 

   

Marcela E. Donadio, former partner and Americas Oil and Gas sector leader, Ernst & Young

 

   

Mary Kathryn “Heidi” Heitkamp, former U.S. Senator from North Dakota

 

   

John C. Huffard, Jr., co-founder of Tenable Network Security, Inc., and Tenable Holdings, Inc.

 

   

Christopher T. Jones, former corporate VP and president of the technology services sector of Northrop Grumman Corporation

 

   

Thomas C. Kelleher, chairman of UBS Group AG and former president of Morgan Stanley

 

   

Claude Mongeau, former president and CEO of Canadian National Railway Company

 

   

Alan H. Shaw, president and CEO of Norfolk Southern Corporation

Additionally, nominees proposed by Ancora Alternatives LLC, were also elected to the board, including:

 

   

William Clyburn, Jr., former commissioner and vice-chairman of the U.S. Surface Transportation Board

 

   

Sameh Fahmy, former EVP of precision scheduled railroading at Kansas City Southern

 

   

Gilbert Lamphere, chairman of MidRail Corporation and co-founder of MidSouth Rail Corporation

Once finalized, the 13-person board of directors will each serve a one-year term expiring in 2025.


Norfolk Southern issued the following statement:

We appreciate the support of our shareholders and the valuable perspectives they have shared with us in the months leading up to our Annual Meeting.

Our shareholders recognize that positive change is underway at Norfolk Southern. Moving forward, we will continue building on the significant progress Alan Shaw, John Orr, and the entire team have already achieved. Together, we are building a safer, more profitable railroad, closing the margin gap with our peers, and ultimately growing value for our shareholders. We welcome William Clyburn, Jr., Sameh Fahmy, and Gilbert Lamphere to our board. We will work constructively and collaboratively on behalf of our shareholders unlocking the full potential of our powerful franchise.

We thank Amy E. Miles, Jennifer F. Scanlon, and John R. Thompson for their dedication and service to our franchise. We also thank our outgoing directors Thomas Bell, Mitchell Daniels, Steven Leer and Michael Lockhart, each of whom did not stand for re-election to the Board, for their multiple years of service to Norfolk Southern.

The results announced today are considered preliminary until final results are tabulated and certified by the independent Inspector of Elections. Final results will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission.

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.

Media Inquiries:

Media Relations

Investor Inquiries:

Luke Nichols, 470-867-4807


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 the results of 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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Document and Entity Information
May 09, 2024
Cover [Abstract]  
Entity Registrant Name NORFOLK SOUTHERN CORP
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Entity Central Index Key 0000702165
Document Type 8-K
Document Period End Date May 09, 2024
Entity Incorporation State Country Code VA
Entity File Number 1-8339
Entity Tax Identification Number 52-1188014
Entity Address, Address Line One 650 West Peachtree Street NW
Entity Address, City or Town Atlanta
Entity Address, State or Province GA
Entity Address, Postal Zip Code 30308-1925
City Area Code (855)
Local Phone Number 667-3655
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Security 12b Title Norfolk Southern Corporation Common Stock (Par Value $1.00)
Trading Symbol NSC
Security Exchange Name NYSE
Entity Emerging Growth Company false

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