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    Norfolk Southern Corporation filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure

    6/3/25 8:05:12 AM ET
    $NSC
    Railroads
    Industrials
    Get the next $NSC alert in real time by email
    8-K
    NORFOLK SOUTHERN CORP false 0000702165 0000702165 2025-06-02 2025-06-02
     
     

    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):

    June 2, 2025

     

     

     

    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)

     

    (IRS Employer

    Identification Number)

     

    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))

     

    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

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

    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 5.02.

    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

    On June 2, 2025, Claude Mongeau, Chair of the Board of Directors (the “Board”) of Norfolk Southern Corporation (the “Company”) resigned from the Board for personal reasons. The Board will appoint a successor Board Chair at its next scheduled meeting later this month.

     

    Item 7.01.

    Regulation FD Disclosure.

    On June 3, 2025, the Company issued a press release relating to Mr. Mongeau’s resignation from the Board, as described in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

    The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

     

    Item 9.01.

    Financial Statements and Exhibits.

    (d) Exhibits.

     

    Exhibit
    Number
       Description
    99.1    Press Release, dated June 3, 2025
    104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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

    SIGNATURES

    NORFOLK SOUTHERN CORPORATION

    (Registrant)

     

    /s/ Jeremy Ballard

    Name:   Jeremy Ballard
    Title:   Corporate Secretary
    Date:   June 3, 2025
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