UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
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, 2025 (
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) | ||
| (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 | ||
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 2025 Annual Meeting of Shareholders on May 8, 2025.
Proposal 1 – Election of Directors
Shareholders elected the following thirteen directors, each to serve for a one-year term, by the following count:
| Votes For | Withhold | Broker Non-Votes |
||||||||||
| Richard H. Anderson |
170,264,499 | 2,998,549 | 27,436,370 | |||||||||
| William Clyburn, Jr. |
169,973,277 | 3,289,802 | 27,436,338 | |||||||||
| Philip S. Davidson |
171,670,469 | 1,592,577 | 27,436,371 | |||||||||
| Francesca A. DeBiase |
168,120,576 | 5,142,473 | 27,436,368 | |||||||||
| Marcela E. Donadio |
169,362,977 | 3,900,076 | 27,436,365 | |||||||||
| Sameh Fahmy |
171,069,741 | 2,193,350 | 27,436,326 | |||||||||
| Mark R. George |
171,317,566 | 1,945,522 | 27,436,329 | |||||||||
| Mary K. Heitkamp |
170,267,443 | 2,995,602 | 27,436,372 | |||||||||
| John C. Huffard, Jr. |
168,248,578 | 5,014,469 | 27,436,370 | |||||||||
| Christopher T. Jones |
170,586,051 | 2,676,991 | 27,436,375 | |||||||||
| Gilbert H. Lamphere |
170,764,604 | 2,498,480 | 27,436,333 | |||||||||
| Claude Mongeau |
168,986,274 | 4,275,123 | 27,438,020 | |||||||||
| Lori J. Ryerkerk |
171,562,177 | 1,700,867 | 27,436,373 | |||||||||
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, 2025, by the following count:
| Votes For |
Votes Against |
Abstentions | ||
| 190,047,668 | 10,337,467 | 314,281 |
Proposal 3 – Advisory Resolution on Executive Compensation (“Say on Pay”)
Shareholders approved, on an advisory basis, the resolution on executive compensation, as disclosed in the proxy statement for the 2025 Annual Meeting of Shareholders, by the following count:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 164,352,835 | 8,166,851 | 742,206 | 27,437,524 |
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.
| NORFOLK SOUTHERN CORPORATION | ||
| (Registrant) | ||
| /s/ Jeremy Ballard | ||
| Name: | Jeremy Ballard | |
| Title: | Corporate Secretary | |
| Date: | May 9, 2025 | |