8-K

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)

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))

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.


NORFOLK SOUTHERN CORPORATION
(Registrant)

/s/ Denise W. Hutson
Name:		Denise W. Hutson
Title:		Corporate Secretary

Date: May 15, 2024

SEC Form 8-K filed by Norfolk Southern Corporation