SEC Form 8-K filed by Norfolk Southern Corporation

 

 

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 15, 2024 (May 9, 2024)

 

 

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))

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 5.07.

Submission of Matters to a Vote of Security Holders.

Norfolk Southern Corporation (the “Corporation”) held its 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on May 9, 2024.

Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation’s Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation’s independent Inspector of Election, First Coast Results, Inc.

Proposal 1 – Election of Directors

 

		For				Withhold
Corporation’s Nominees
Richard H. Anderson			155,963,709				20,882,198
Philip S. Davidson			148,120,555				27,961,598
Francesca A. DeBiase			156,252,279				20,684,529
Marcela E. Donadio			156,826,952				20,096,127
Mary Kathryn “Heidi” Heitkamp			95,984,122				80,906,794
John C. Huffard, Jr.			113,181,028				63,763,787
Christopher T. Jones			158,000,865				18,922,320
Thomas C. Kelleher			121,979,232				54,954,477
Amy E. Miles			64,271,195				112,663,573
Claude Mongeau			115,064,565				61,873,324
Jennifer F. Scanlon			81,607,126				95,329,798
Alan H. Shaw			113,918,528				63,022,232
John R. Thompson			52,012,141				124,923,422
Ancora Group’s Nominees
Betsy Atkins			67,807,262				107,797,967
James Barber, Jr.			62,038,091				113,578,206
William Clyburn, Jr.			110,126,338				65,474,552
Sameh Fahmy			111,026,536				64,570,407
John Kasich			78,694,346				93,921,110
Gilbert Lamphere			121,001,573				54,596,890
Allison Landry			87,180,961				88,422,646

The thirteen directors elected at the Annual Meeting to serve for a one-year term, are Richard H. Anderson, William Clyburn, Jr., Philip S. Davidson, Francesca A. DeBiase, Marcela E. Donadio, Sameh Fahmy, Mary Kathryn “Heidi” Heitkamp, John C. Huffard, Jr., Christopher T. Jones, Thomas C. Kelleher, Gilbert Lamphere, Claude Mongeau, and Alan H. Shaw.

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

Shareholders ratified the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2024, by the following count:

 

Votes For		Votes Against		Abstentions
172,513,214		9,428,447		943,579

Proposal 3 – Advisory Resolution on Executive Compensation (“Say on Pay”)

Shareholders did not approve the advisory resolution on executive compensation, by the following count:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
47,617,715		122,902,245		6,980,579		5,384,701

Proposal 4 – Shareholder Proposal Regarding an Annual Report on Lobbying Activities, Policies, and Communications

Shareholder did not approve the shareholder proposal, by the following count:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
67,237,257		105,805,718		4,457,564		5,384,701

Proposal 5 – Ancora Bylaw Proposal to repeal any provision or amendment of Norfolk Southern’s Bylaws Adopted by the Board Without Shareholder Approval After July 25, 2023

Shareholders approved a proposal submitted by Ancora Group to repeal any provision or amendment of Norfolk Southern’s Bylaws adopted by the Board without shareholder approval after July 25, 2023, by the following count:

 

Votes For		Votes Against		Abstentions		Broker Non-Votes
105,852,005		66,786,301		4,862,233		5,384,701

SIGNATURES

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.

 

Date: May 15, 2024