--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-139405" form_type: "8-K" ticker: "NSC" cik: "0000702165" company_name: "NORFOLK SOUTHERN CORP" filed_at: "2024-05-15T23:59:59+00:00" generated_at: "2026-06-01T23:49:33.560330+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.8 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Norfolk Southern annual meeting: three Ancora dissident directors elected; say-on-pay fails ## Summary - 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. ## SEC filing metadata - accession: 0001193125-24-139405 - form_type: 8-K - ticker: NSC - cik: 0000702165 - company_name: NORFOLK SOUTHERN CORP - filed_at: 2024-05-15T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.8 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/702165/000119312524139405/0001193125-24-139405-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/702165/000119312524139405/d63340d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-139405 - JSON: https://secwatch.observer/filing/0001193125-24-139405.json - Plain text: https://secwatch.observer/filing/0001193125-24-139405.txt ## Key facts - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/702165/000119312524139405/0001193125-24-139405-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/702165/000119312524139405/0001193125-24-139405-index.htm - Shareholder Votes NORFOLK SOUTHERN CORP shareholders approved Election of Directors at the 2024-05-09 meeting. - Proposal: director election - Outcome: passed - Meeting: 2024-05-09 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/702165/000119312524139405/0001193125-24-139405-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/702165/000119312524139405/0001193125-24-139405-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/702165/000119312524139405/0001193125-24-139405-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.