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, 2023 (May 11, 2023)
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NORFOLK SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
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| 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 2023 Annual Meeting of Shareholders on May 11, 2023.
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 | Votes Against | Abstentions | Broker Non-Votes |
| Thomas D. Bell, Jr. | 158,780,029 | 6,916,082 | 936,426 | 29,479,938 |
| Mitchell E. Daniels, Jr. | 145,256,152 | 19,649,964 | 1,726,421 | 29,479,938 |
| Marcela E. Donadio | 161,335,811 | 4,592,569 | 704,157 | 29,479,938 |
| John C. Huffard, Jr. | 161,623,613 | 4,237,424 | 771,500 | 29,479,938 |
| Christopher T. Jones | 154,076,417 | 12,108,730 | 447,390 | 29,479,938 |
| Thomas C. Kelleher | 163,526,063 | 2,354,791 | 751,683 | 29,479,938 |
| Steven F. Leer | 154,782,828 | 11,398,805 | 450,904 | 29,479,938 |
| Michael D. Lockhart | 145,578,853 | 20,288,496 | 765,188 | 29,479,938 |
| Amy E. Miles | 158,463,420 | 7,760,041 | 409,076 | 29,479,938 |
| Claude Mongeau | 156,211,280 | 9,614,605 | 806,652 | 29,479,938 |
| Jennifer F. Scanlon | 152,345,356 | 13,783,670 | 503,511 | 29,479,938 |
| Alan H. Shaw | 163,510,409 | 2,347,826 | 774,302 | 29,479,938 |
| John R. Thompson | 154,072,274 | 11,968,378 | 591,885 | 29,479,938 |
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, 2023, by the following count:
| Votes For | | Votes Against | | Abstentions |
| 187,256,960 | | 8,481,546 | | 373,969 |
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 2023 Annual Meeting of Shareholders, by the following count:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 140,062,545 | | 25,616,561 | | 953,431 | | 29,479,938 |
Proposal 4 – Frequency of Advisory Resolution on Executive Compensation (“Say on Frequency”)
Shareholders approved, on an advisory basis, a one year frequency for the resolution on executive compensation, by the following count:
| One Year | | Two Years | | Three Years | | Abstentions | | Broker Non-Votes |
| 161,801,984 | | 507,299 | | 3,672,352 | | 650,902 | | 29,479,938 |
Proposal 5 – Shareholder Proposal Regarding Street Name and Non-Street Name Shareholders’ Rights to Call a Special Meeting
Shareholders did not approve a shareholder proposal regarding street name and non-street name shareholders’ rights to call a special meeting, by the following count:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 75,205,214 | | 90,363,576 | | 1,063,747 | | 29,479,938 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | NORFOLK SOUTHERN CORPORATION |
| | (Registrant) |
| | | |
| | | |
| | /s/ Denise W. Hutson |
| | Name: Denise W. Hutson |
| | Title: Corporate Secretary |
Date: May 15, 2023
