NS Files Definitive Proxy Statement With SEC

David C. Lester Photograph

Norfolk Southern (NS) announced that it has filed its definitive proxy materials with the Securities and Exchange Commission (SEC) and will hold its 2024 Annual Meeting of Shareholders on May 9. Shareholders of record as of the close of business on March 4 are entitled to vote at the meeting.

In conjunction with the filing of the definitive proxy statement, NS issued a letter (download below) to shareholders, highlighting information critical to decision making. This includes:

• “CEO Alan Shaw is a crisis-tested leader who is delivering change. Following his appointment in 2022, Shaw took decisive action and began implementing a balanced strategy to deliver safe and reliable service, continuous productivity improvements, and growth.
  
  
• “Following the East Palestine incident, the board and management took urgent and necessary steps to protect both the franchise and shareholders. NS accelerated its investments in safety and made fundamental changes to operating processes to help achieve the company’s goal of becoming the gold standard of safety in the industry.
  
  
• “NS is now on a clear and achievable path to close the gap with its peers. The company is on track to deliver top-tier earnings and revenue growth, with industry competitive margins – including ~400 basis points of operating ratio improvement during the second half of 2024.
  
  
• “NS has brought on John Orr as COO to accelerate the execution of its strategy. John Orr is a Precision Scheduled Railroading expert and comes to NS following a long and successful career at multiple railroads including CN and CPKC.
  
  
• “Norfolk Southern’s board is committed to ensuring management accountability and responsiveness. The board is meaningfully refreshed, and highly skilled in areas related to effective, independent oversight of the company’s strategy and management.
  
  
• Ancora’s strategy would add significant risk, impede progress, and destroy long-term value. Ancora is attempting to recycle a slash-and-burn playbook without understanding the current regulatory, labor, and competitive environments.”

“NS’s directors have significant and diverse expertise, including rail transportation, operations, finance, regulatory, safety, sustainability, and other relevant skills to continue the board’s effective, independent oversight of the company’s strategy and management. Over the past year, the board has incorporated extensive shareholder feedback,” the Class I stated in the letter.

The board itself, NS says, has also undergone “a thoughtful and comprehensive refreshment process to ensure it is fit for purpose,” including:

• “The NS Board has maintained an ongoing process of refreshment, with six new directors appointed to the board in the past five years.
  
  
• “We recently nominated Richard Anderson (former CEO of Delta and Amtrak), and Mary Kathryn “Heidi” Heitkamp (former U.S. Senator and rail safety advocate). Mr. Anderson and Ms. Heitkamp will provide critical skills pertaining to railway and transportation sector issues such as operations, safety, labor relations, and governmental relations.
  
  
• “In July 2023, we appointed Admiral Philip Davidson (retired four-star Admiral in the U.S. Navy) and Francesca DeBiase (former EVP and Global Supply Chain Officer and Chief Sustainability Officer at McDonald’s Corporation). Both are experienced senior executives who have led large scale organizations and provide further operational experience to the board.
  
  
• “We also refreshed our committee chairs and appointed Chris Jones, Ph.D. (former VP of Technology Services Sector at Northrop Grumman) as chair of the Safety Committee and named Jennifer Scanlon (President and CEO of UL Solutions, a global safety science company) the new chair of the Nominating and Corporate Governance Committee. Mr. Jones and Ms. Scanlon will provide experience and valuable insights into safety, technology, strategic planning, governance, operations, environmental, and transportation matters.
  
  
• “The Human Capital Management and Compensation Committee used its discretionary authority to zero-out 2023 annual cash incentive awards for Alan and all of the company’s Executive Vice Presidents to align with shareholder interests following the East Palestine incident.”

“NS’s Board is comprised of industry leaders with the specific skills needed to oversee our strategy, drive sustainable value, and hold management accountable,” stated NS in the letter. “As part of our ongoing board refreshment process, we conducted a thorough review of each of Ancora’s nominees. The board determined that Ancora’s nominees lack the necessary qualifications and were put forward with the sole purpose of replacing management and gaining control of the NS Board to implement a reckless and destructive strategy.

“We strongly urge you vote for the entire slate of 13 highly qualified and experienced NS director nominees,” the Class I concluded.