Endorses Alan
Shaw's leadership and reflects support for company's
strategy
Recommendation against Jim Barber makes clear that management change is
unwarranted
Recommendation overlooks the significant
expertise and valuable skill sets of nominees Amy Miles, Mary Kathryn "Heidi" Heitkamp,
Thomas Kelleher, Jennifer Scanlon, and John Thompson
Norfolk Southern urges shareholders to vote
"FOR" ONLY Norfolk Southern's 13 highly qualified nominees on the
WHITE proxy card today
ATLANTA, April 30,
2024 /PRNewswire/ -- Norfolk Southern Corporation
(NYSE: NSC) Tuesday announced that Institutional Shareholder
Services (ISS), a leading independent proxy advisory firm, has
recommended shareholders support a majority of its director
nominees, reflecting a clear endorsement of the company's
management and strategy. This comes ahead of the company's Annual
Meeting of Shareholders to be held on May 9,
2024:
ISS's recommendation in favor of a majority of
our director nominees underscores the strength and effectiveness of
our board, and the ongoing and effective execution of the company's
strategy. Specifically, ISS acknowledges that, "[t]he prevailing
strategy appears to be logical, particularly when considered
alongside evolving views on rail service..."1
Under Alan's leadership, Norfolk Southern is
accelerating a strategy that balances service, productivity, and
growth, with safety at its core, and will deliver top-tier revenue
and earnings growth with industry-competitive margins. At this
critical point in Norfolk Southern's transformation, replacing
members of our board with Ancora's inferior nominees would impede
this progress, introduce significant risk, and ultimately destroy
long-term shareholder value.
ISS's recommendation against Jim Barber is a clear indication that a change
in management is not warranted, and further, adding him to the
board may create an unfavorable dynamic in the boardroom that would
impede the Company's progress and momentum.
All of Norfolk Southern's director nominees
collectively add a wealth of highly relevant experience in the
railway and transportation sectors, and important operations,
safety, sustainability, risk management, and government regulation
expertise. Our highly engaged board is fit-for-purpose to oversee
the execution of Norfolk Southern's balanced strategy, enhance
safety and operational performance, and drive smart and sustainable
long-term growth for our shareholders.
While ISS has recognized the strengths of our
crisis-tested CEO Alan Shaw, along
with independent directors John
Huffard, Claude Mongeau,
Richard Anderson, Philip Davidson, Francesca DeBiase, Marcela Donadio, and Christopher Jones – we disagree with ISS's
recommendation as it relates to certain members of Ancora's
slate.
The ISS recommendation relating to Ancora's
nominees jeopardizes the election of Norfolk Southern's board
candidates who are critical to the effective oversight of the
company, including Amy Miles,
Heidi Heitkamp, Thomas Kelleher, Jennifer Scanlon, and John Thompson. Specifically, our company and
shareholders could be deprived of necessary expertise from:
Amy Miles
(Board Chair)
-
- Extensive governance experience and successful track record as
a corporate executive and director of multiple large public
companies
- Valuable experience driving operational efficiencies, investing
in customer experience-related infrastructure, marketing, and
expanding organizational capabilities
- Led efforts to enhance shareholder engagement, board
composition, and oversight of management
Heidi
Heitkamp
-
- Significant public sector experience as a United States Senator, state Attorney General,
and rail safety advocate
- Strong relationships across the safety, rail, and agriculture
industries, including key Norfolk Southern customers
Thomas
Kelleher (Finance and Risk Management Committee
Chair)
-
- Extensive experience as a senior executive of several global
financial institutions, uniquely positioning him to advise Norfolk
Southern on governance, financial, strategic planning, and risk
management matters
- Successfully navigated Morgan Stanley through the global
financial crisis and other industry challenges
Jennifer
Scanlon (Governance and Nominating Committee Chair)
-
- Significant executive and board experience in the product
safety testing and manufacturing industries; CEO of a safety
focused company, she brings important expertise with respect to
safety and governance matters
- Provides valuable insights into safety, strategic planning, IT,
governance, operations, environmental, and transportation
matters
John Thompson
(Human Capital Management and Compensation Committee Chair)
-
- Over a decade of public company board experience, serving on
several committees overseeing audit, compensation and governance
matters
- Valuable insights into governmental and stakeholder relations,
strategic planning, compensation, marketing, and IT
We strongly urge all Norfolk Southern shareholders to protect
the value of their investment and support our momentum towards a
more productive, resilient, and efficient railroad by voting in
favor of only our 13 highly qualified, independent director
nominees.
Your Vote is Important
Norfolk Southern believes all of its 13 nominees are uniquely
qualified to oversee the company's strategy, drive long-term
shareholder value, and hold management accountable. Norfolk
Southern strongly urges shareholders to protect their investment by
VOTING the WHITE proxy card "FOR" ONLY Norfolk Southern's 13
nominees.
Please simply DISCARD any Blue proxy card you may receive
from Ancora. If you inadvertently voted using a Blue proxy card,
you may cancel that vote simply by voting again TODAY using the
company's WHITE proxy card. Only your latest-dated vote will
count!
To learn more, visit VoteNorfolkSouthern.com.
If you have any questions or require any
assistance with respect to voting your shares, please contact our
proxy solicitor:
INNISFREE M&A
INCORPORATED
Shareholders may
call:
1 (877) 750-9496 (toll-free from the
U.S. and Canada)
+1 (412) 232-3651
(from other countries)
About Norfolk Southern
Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its
predecessor companies have safely moved the goods and materials
that drive the U.S. economy. Today, it operates a customer-centric
and operations-driven freight transportation network. Committed to
furthering sustainability, Norfolk Southern helps its customers
avoid approximately 15 million tons of yearly carbon emissions by
shipping via rail. Its
dedicated team members deliver more than 7 million carloads
annually, from agriculture to consumer goods, and Norfolk Southern
originates more automotive traffic than any other Class I Railroad.
Norfolk Southern also has the most extensive intermodal network in
the eastern U.S. It serves a majority of the country's population
and manufacturing base, with connections to every major container
port on the Atlantic coast as well as major ports in the
Gulf of Mexico and Great Lakes.
Learn more by visiting www.NorfolkSouthern.com.
Important Additional Information
The Company has
filed a definitive proxy statement (the "2024 Proxy Statement") on
Schedule 14A and a WHITE proxy card with the Securities and
Exchange Commission (the "SEC") in connection with the solicitation
of proxies for its 2024 Annual Meeting of Shareholders (the "2024
Annual Meeting"). SHAREHOLDERS ARE STRONGLY ADVISED TO READ THE
COMPANY'S 2024 PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR
SUPPLEMENTS THERETO), THE WHITE PROXY CARD AND ANY OTHER DOCUMENTS
FILED WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Shareholders may obtain a free copy
of the 2024 Proxy Statement, any amendments or supplements to the
2024 Proxy Statement and other documents that the Company files
with the SEC from the SEC's website at www.sec.gov or
the Company's website at
https://norfolksouthern.investorroom.com as soon as
reasonably practicable after such materials are electronically
filed with, or furnished to, the SEC.
Certain Information Concerning Participants
The
Company, its directors and certain of its executive officers and
employees may be deemed participants in the solicitation of proxies
from shareholders in connection with the matters to be considered
at the 2024 Annual Meeting. Information regarding the direct and
indirect interests, by security holdings or otherwise, of the
persons who may, under the rules of the SEC, be considered
participants in the solicitation of shareholders in connection with
the 2024 Annual Meeting is included in Norfolk Southern's 2024
Proxy Statement, filed with the SEC on March
20, 2024. To the extent holdings by our directors and
executive officers of Norfolk Southern securities reported in the
2024 Proxy Statement for the 2024 Annual Meeting have changed, such
changes have been or will be reflected on Statements of Change of
Ownership on Forms 3, 4 or 5 filed with the SEC. These documents
are available free of charge as described above.
Cautionary Statement on Forward-Looking
Statements
Certain statements in this communication
are "forward-looking statements" within the meaning of the "safe
harbor" provisions of the Private Securities Litigation Reform Act
of 1995, as amended. These statements relate to future events or
our future financial performance, including statements relating to
our ability to execute on our strategic plan and our 2024 Annual
Meeting and involve known and unknown risks, uncertainties, and
other factors that may cause our actual results, levels of
activity, performance, or our achievements or those of our industry
to be materially different from those expressed or implied by any
forward-looking statements. In some cases, forward-looking
statements may be identified by the use of words like "may,"
"will," "could," "would," "should," "expect," "plan," "anticipate,"
"intend," "believe," "estimate," "project," "consider," "predict,"
"potential," "feel," or other comparable terminology. The Company
has based these forward-looking statements on its current
expectations, assumptions, estimates, beliefs, and projections.
While the Company believes these expectations, assumptions,
estimates, and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks
and uncertainties, many of which involve factors or circumstances
that are beyond the Company's control. These and other important
factors, including those discussed under "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2023, as well as the Company's
subsequent filings with the SEC, may cause actual results,
performance, or achievements to differ materially from those
expressed or implied by these forward-looking statements. The
forward-looking statements herein are made only as of the date they
were first issued, and unless otherwise required by applicable
securities laws, the Company disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
1 Permission to use quotations was neither sought nor
obtained.
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SOURCE Norfolk Southern Corporation