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, 2020 (May 14, 2020)
________________________________
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) |
| | | |
| Three Commercial Place | | 757-629-2680 |
Norfolk, Virginia 23510-9241 | | (Registrant's telephone number, including area code) |
| (Address of principal executive offices) | | |
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.
The Corporation held its Annual Meeting of Shareholders on May 14, 2020.
Proposal 1 – Election of Directors
Shareholders elected the following directors to serve for a one-year term, by the following count:
| | Votes For | Votes Against | Abstentions | Broker Non-Votes |
| Thomas D. Bell, Jr. | 183,945,266 | 2,641,961 | 580,804 | 36,139,549 |
| Mitchell E. Daniels, Jr. | 184,387,705 | 2,232,189 | 548,137 | 36,139,549 |
| Marcela E. Donadio | 185,242,431 | 1,356,505 | 569,095 | 36,139,549 |
| John C. Huffard, Jr. | 185,050,699 | 1,488,926 | 628,406 | 36,139,549 |
| Christopher T. Jones | 184,744,837 | 1,849,248 | 573,946 | 36,139,549 |
| Thomas C. Kelleher | 185,181,074 | 1,393,148 | 593,809 | 36,139,549 |
| Steven F. Leer | 176,708,026 | 8,401,025 | 2,058,980 | 36,139,549 |
| Michael D. Lockhart | 182,214,068 | 4,357,690 | 596,273 | 36,139,549 |
| Amy E. Miles | 184,635,148 | 2,001,709 | 531,174 | 36,139,549 |
| Claude Mongeau | 184,935,172 | 1,626,573 | 606,286 | 36,139,549 |
| Jennifer F. Scanlon | 185,207,673 | 1,429,884 | 530,474 | 36,139,549 |
| James A. Squires | 175,489,194 | 10,698,060 | 980,777 | 36,139,549 |
| John R. Thompson | 184,564,055 | 2,045,229 | 558,747 | 36,139,549 |
Proposal 2a –Amendment to the Corporation’s Articles of Incorporation: Amendment to the Voting Standard to Amend the Articles of Incorporation
Shareholders approved an amendment to the Corporation’s Amended and Restated Articles of Incorporation with respect to the voting standard necessary to amend the Articles, by the following count:
| Votes For | | Votes Against | | Abstentions | Broker Non-Votes |
| 184,090,674 | | 2,046,051 | | 1,031,306 | 36,139,549 |
Proposal 2b – Amendment to the Corporation’s Articles of Incorporation: Approval of a Simple Majority Voting Standard to Approve a Merger, Share Exchange, Conversion, Sale or Dissolution of the Corporation
Shareholders approved an amendment to the Corporation’s Amended and Restated Articles of Incorporation, to revise the voting standard to be the affirmative vote of a majority of the votes cast for (i) a merger, (ii) a share exchange, (iii) a conversion, (iv) a sale of all or substantially all the Corporation’s property for which the Virginia Stock Corporation Act requires shareholder approval, or (v) dissolution of the Corporation, by the following count:
| Votes For | | Votes Against | | Abstentions | Broker Non-Votes |
| 183,910,686 | | 2,524,918 | | 732,427 | 36,139,549 |
Proposal 2c – Amendment to the Corporation’s Articles of Incorporation: Approval of a Majority Voting Standard to Approve Re-Domestication of the Corporation and Affiliated Transactions
Shareholders approved an amendment to the Corporation’s Amended and Restated Articles of Incorporation to revise the voting standard to be the affirmative vote of a majority of the votes entitled to be cast for (i) the re-domestication of the Corporation, and (ii) an affiliated transaction for which the Virginia Stock Corporation Act requires shareholder approval, by the following count.
| Votes For | | Votes Against | | Abstentions | Broker Non-Votes |
| 184,152,632 | | 2,152,508 | | 862,891 | 36,139,549 |
Proposal 3 – 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 2020, by the following count:
| Votes For | | Votes Against | | Abstentions |
| 213,972,235 | | 8,769,295 | | 566,050 |
Proposal 4 – Advisory Resolution on Executive Compensation (“Say on Pay”)
Shareholders approved, on an advisory basis, the compensation of the Corporation’s Named Executive Officers, by the following count:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 173,646,389 | | 11,737,571 | | 1,784,071 | | 36,139,549 |
Proposal 5– Shareholder Proposal Regarding Right to Act by Written Consent
Shareholders did not approve a shareholder proposal regarding the right to act by written consent, by the following count:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 23,993,435 | | 161,706,699 | | 1,467,897 | | 36,139,549 |
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, 2020
