8-K
filed May 15, 2024, 7:59 PM ET
ticker NSC
CIK 0000702165
other material
confidence high
sentiment negative
materiality 0.15
Norfolk Southern annual meeting: three Ancora dissident directors elected; say-on-pay fails
NORFOLK SOUTHERN CORP
- Shareholders elected 13 directors including Ancora nominees William Clyburn Jr., Sameh Fahmy, and Gilbert Lamphere.
- Advisory vote on executive compensation failed: 122.9M against vs. 47.6M for.
- Ancora's bylaw proposal to require shareholder vote on board-adopted bylaw amendments passed (105.9M for).
- Say-on-pay failed with 72% of votes against; broker non-votes 5.4M.
- Ratification of KPMG as auditor passed with 172.5M for; shareholder lobbying proposal rejected.
Key facts
Extracted from this filing and checked against the source text.
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
NORFOLK SOUTHERN CORP shareholders rejected Shareholder Proposal Regarding an Annual Report on Lobbying Activities, Policies, and Communications at the 2024-05-09 meeting.
- Outcome
- failed
- Meeting
- 2024-05-09
Exact text from the filing
Proposal 4 – Shareholder Proposal Regarding an Annual Report on Lobbying Activities, Policies, and Communications Shareholder did not approve the shareholder proposal, by the following count: Votes For Votes Against Abstentions Broker Non-Votes 67,237,257 105,805,718 4,457,564 5,384,701
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
NORFOLK SOUTHERN CORP shareholders approved Ancora Bylaw Proposal to repeal any provision or amendment of Norfolk Southern’s Bylaws Adopted by the Board Without Shareholder Approval After July 25, 2023 at the 2024-05-09 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-05-09
Exact text from the filing
Proposal 5 – Ancora Bylaw Proposal to repeal any provision or amendment of Norfolk Southern’s Bylaws Adopted by the Board Without Shareholder Approval After July 25, 2023 Shareholders approved a proposal submitted by Ancora Group to repeal any provision or amendment of Norfolk Southern’s Bylaws adopted by the Board without shareholder approval after July 25, 2023, by the following count: Votes For Votes Against Abstentions Broker Non-Votes 105,852,005 66,786,301 4,862,233 5,384,701
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
NORFOLK SOUTHERN CORP shareholders approved Election of Directors at the 2024-05-09 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2024-05-09
Exact text from the filing
The thirteen directors elected at the Annual Meeting to serve for a one-year term, are Richard H. Anderson, William Clyburn, Jr., Philip S. Davidson, Francesca A. DeBiase, Marcela E. Donadio, Sameh Fahmy, Mary Kathryn “Heidi” Heitkamp, John C. Huffard, Jr., Christopher T. Jones, Thomas C. Kelleher, Gilbert Lamphere, Claude Mongeau, and Alan H. Shaw.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
NORFOLK SOUTHERN CORP shareholders approved Ratification of Appointment of Independent Registered Public Accounting Firm at the 2024-05-09 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2024-05-09
Exact text from the filing
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, 2024, by the following count: Votes For Votes Against Abstentions 172,513,214 9,428,447 943,579
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
NORFOLK SOUTHERN CORP shareholders rejected Advisory Resolution on Executive Compensation at the 2024-05-09 meeting.
- Proposal
- say on pay
- Outcome
- failed
- Meeting
- 2024-05-09
Exact text from the filing
Proposal 3 – Advisory Resolution on Executive Compensation (“Say on Pay”) Shareholders did not approve the advisory resolution on executive compensation, by the following count: Votes For Votes Against Abstentions Broker Non-Votes 47,617,715 122,902,245 6,980,579 5,384,701
View on SEC.gov
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