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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 |
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.
| NORFOLK SOUTHERN CORPORATION | ||
| (Registrant) | ||
| /s/ Denise W. Hutson |
||
| Name: | Denise W. Hutson | |
| Title: | Corporate Secretary | |
Date: May 15, 2024