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[CNJRoss]

Norfolk Southern news release

 

Norfolk Southern announces shareholders have elected 10 of 13 of the company's director nominees

 

 

Results reflect support for leadership team and strategy

 

ATLANTA, May 9, 2024 /PRNewswire/ -- Norfolk Southern Corporation (NYSE: NSC) announced today that the preliminary vote count of its proxy solicitor indicates that its shareholders have voted to elect 10 of Norfolk Southern's director nominees at the 2024 Annual Meeting of Shareholders, including:

• Richard H. Anderson, former CEO of Amtrak and Delta Air Lines
• Philip S. Davidson, retired four-star Admiral in the U.S. Navy
• Francesca A. DeBiase, former EVP and global chief supply chain officer of McDonald's Corporation
• Marcela E. Donadio, former partner and Americas Oil and Gas sector leader, Ernst & Young
• Mary Kathryn "Heidi" Heitkamp, former U.S. Senator from North Dakota
• John C. Huffard, Jr., co-founder of Tenable Network Security, Inc., and Tenable Holdings, Inc.
• Christopher T. Jones, former corporate VP and president of the technology services sector of Northrop Grumman Corporation
• Thomas C. Kelleher, chairman of UBS Group AG and former president of Morgan Stanley
• Claude Mongeau, former president and CEO of Canadian National Railway Company
• Alan H. Shaw, president and CEO of Norfolk Southern Corporation

 

Additionally, nominees proposed by Ancora Alternatives LLC, were also elected to the board, including:

• William Clyburn, Jr., former commissioner and vice-chairman of the U.S. Surface Transportation Board
• Sameh Fahmy, former EVP of precision scheduled railroading at Kansas City Southern
• Gilbert Lamphere, chairman of MidRail Corporation and co-founder of MidSouth Rail Corporation

 

Once finalized, the 13-person board of directors will each serve a one-year term expiring in 2025.

 

Norfolk Southern issued the following statement:

 

We appreciate the support of our shareholders and the valuable perspectives they have shared with us in the months leading up to our Annual Meeting.

 

Our shareholders recognize that positive change is underway at Norfolk Southern. Moving forward, we will continue building on the significant progress Alan Shaw, John Orr, and the entire team have already achieved. Together, we are building a safer, more profitable railroad, closing the margin gap with our peers, and ultimately growing value for our shareholders. We welcome William Clyburn, Jr.,  Sameh Fahmy, and Gilbert Lamphere to our board. We will work constructively and collaboratively on behalf of our shareholders unlocking the full potential of our powerful franchise.

 

We thank Amy E. Miles, Jennifer F. Scanlon, and John R. Thompson for their dedication and service to our franchise. We also thank our outgoing directors Thomas Bell, Mitchell Daniels, Steven Leer and Michael Lockhart, each of whom did not stand for re-election to the Board, for their multiple years of service to Norfolk Southern. 

 

The results announced today are considered preliminary until final results are tabulated and certified by the independent Inspector of Elections. Final results will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission.

 

 

 

 

[CNJRoss]

Trains News Wire

 

Norfolk Southern shareholders back CEO Alan Shaw but give activist investors three board seats (updated)

 

By Bill Stephens | May 9, 2024

 

Board chair Amy Miles was ousted after investor votes were tallied at the railroad's annual meeting this morning

 

ATLANTA — Norfolk Southern shareholders delivered a split verdict today, sparing CEO Alan Shaw while electing three of activist investor Ancora Holdings’ insurgent director candidates and ousting its independent chair, Amy Miles.

 

Investors sent a clear message that ends the bitter proxy fight. They backed Ancora’s desire for change but sought to give Shaw & Co. more time to prove the railroad’s service and resiliency strategy, which was interrupted by the disastrous Feb. 3, 2023, hazardous material derailment in East Palestine, Ohio.

 

SNIP

 

Although Ancora’s candidates gained three seats on the railroad’s 13-member board, it was far short of the majority that the Cleveland-based activist investor had sought. And investors rejected Ancora’s CEO candidate, former UPS executive Jim Barber Jr., and by extension his preferred candidate for chief operating officer, former CSX operations boss Jamie Boychuk.

 

 

More here. 

[CNJRoss]

Associated Press, 5/9/24

Activist investor wins 3 Norfolk Southern board seats but won’t have control to fire CEO

 

Norfolk Southern’s CEO will be under more pressure to improve profits after the railroad’s shareholders voted Thursday to elect three of the board members an activist investor nominated, but he won’t be fired right away.

 

Ancora Holdings had nominated seven directors as part of a bid to take control of the railroad’s 13-member board and overhaul its operations. The key support Ancora picked up from major investors, two major rail unions and proxy advisory firms wasn’t enough to persuade shareholders to elect Ancora’s entire slate.

 

Ancora executive Jim Chadwick blamed passive investors for failing to support the investors’ nominees. Chadwick promised to hold CEO Alan Shaw accountable and keep fighting to improve the railroad.

 

Continue here.  

[CNJRoss]

BLET Weekly News Recap 5/10/24 (Excerpt)

NORFOLK SOUTHERN:

Shareholders make split decision in proxy battle fight

 

 

 

It was a split decision on May 9 as Norfolk Southern shareholders elected some board nominees from hedge fund Ancora Holdings to the railroad’s board of directors, but not enough to unseat current CEO Alan Shaw.
 
The three BLET General Chairmen at Norfolk Southern — Scott Bunten (NS-Eastern Lines GCA), Dewayne Dehart (NS-Northern Lines GCA) and Jerry Sturdivant (NS-Southern Lines GCA) — told the Associated Press: “Alan Shaw and his team showed real leadership after the East Palestine disaster and made major moves to make the railroad safer and more competitive. However, changes in his team and strategy in recent weeks left many stakeholders and shareholders feeling uncertain about the railroad’s future direction.” 
 
Ancora made commitments to expand the C3RS incident reporting program systemwide and they were committed to improvements in training programs, among other positive changes. They made it clear they had no issue with maintaining two-person crews.
 
Now that the dust has settled in this proxy battle, the General Chairmen say that they look forward to working with the new board and the railroad’s leadership on strategies that will grow the railroad, and make it more competitive and safer for both workers and the communities served. But the BLET leaders warn, “We also will not hesitate to call out decisions that are not in the best interests of investors and union railroaders.”
 
BLET represents about 3,000 locomotive engineers at NS.

Photo courtesy of Cory Rusch, BLET Division 659