DEFA14A 1 d758229ddefa14a.htm DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Norfolk Southern Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

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AN IMPORTANT MESSAGE FOR ALL NORFOLK SOUTHERN SHAREHOLDERSWHITE CARDVote for ONLY Norfolk Southern’s 13 Nominees Your Board of Directors Requests Your Richard H. AndersonPhilip S. Davidson Support at the Upcoming Annual Meeting Francesca A. DeBiase of Shareholders on May 9, 2024Marcela E. DonadioMary Kathryn “Heidi” HeitkampJohn C. Huffard, Jr. Protect Your Investment and the Future of the Christopher T. JonesThomas C. Kelleher Franchise: VOTE the WHITE Proxy Card FOR Amy E. MilesClaude Mongeau ONLY Norfolk Southern’s 13 Nominees TodayJennifer F. Scanlon Alan H. Shaw John R. ThompsonVoteNorfolkSouthern.com

DEAR FELLOW SHAREHOLDER,You face an important decision at our upcoming Annual Meeting that will shape the future of Norfolk Southern and the long-term value of your investment in the company. At Norfolk Southern, you are represented by a highly qualified and engaged board that has taken crucial steps to:Hold management Oversee the successful Position Norfolk 1 accountable to 2 execution of our 3 Southern for long-term its commitments balanced strategy value creationThe board has acted as an agent of change to advance shareholders’ interests. This includes refreshing its membership and taking decisive steps to address shareholder feedback and enhance safety and operational performance to drive long-term shareholder value.Board & Governance Enhancements Operational & Safety EnhancementsD Separated CEO and board chair roles, D Appointed Alan Shaw President Dec. ‘21 May ‘22 and CEO May ‘22 D Appointed Amy Miles board chair, May ‘22 D Announced Balanced Strategy, Jun. ‘22 D Appointed Philip Davidson and Francesca D Announced six-point safety plan to address DeBiase to the board, Jul. ‘23 NTSB findings on East Palestine, Mar. ‘23 D Increased cadence of Safety Committee D Appointed John Fleps as VP of Safety, and meetings, Aug. ‘23 Floyd Hudson as VP of Field Engagement, Mar. ‘23 D Nominated Richard Anderson and Mary Kathryn “Heidi” Heitkamp to the board, D Oversight of AtkinsRéalis, a renowned Feb. ‘24 advisory firm with Nuclear Navy experience, which conducted an independent assessment D Rotated board committee leadership, of company safety culture, May ‘23 including Safety, Sept. ‘23 and Governance and Nominating, Mar. ‘24 D Amended Safety Committee Charter to provide for additional solicitation of safety-related feedback from the company’s craft employees, Feb. ‘24 D Appointed John Orr EVP and COO, Mar. ‘24The changes we have made are already delivering results that will support long-term shareholder value by driving top-tier earnings and revenue growth and industry-competitive margins.Safety Operations*D Achieved industry-leading 38% year-over-year Over Alan Shaw’s tenure as CEO, Norfolk reduction in mainline accident rate in 2023, Southern has improved: positioning Norfolk Southern among the best of the N.A. Class I railroads D Terminal dwell time by 14% D Improved FRA Personal Injury Index from D Train speed by 25% 1.51 in 2020 to 1.09 in 2023, 14% below D Intermodal service performance by our 10-year average 2970 bps from 57% to 87% D Merchandise velocity by 25%, despite East Palestine related disruptions* Figures are based on the latest available dataVote FOR ONLY Norfolk Southern’s 13 Nominees on the WHITE Proxy Card

Most recently, the company announced additional transformational initiatives to further productivity and executive compensation plan adjustments to address shareholder feedback – demonstrating the board’s commitment to acting in shareholders’ best interests.Accelerating Ensuring Performance Operational Performance Accountability through Changes to the Compensation PlanD Operations reporting changes: Shifted reporting of Intermodal and Automotive D Human Capital Management and Operations to COO John Orr to streamline Compensation Committee has approved processes and improve alignment changes to the 2024 annual incentive compensation planD Near-term operational priorities: Since John’s appointment, he has been D Added operating ratio as a performance implementing changes to increase the metric to replace the margin modifier as part of the company’s annual management Merchandise network speed and drive incentive plan broader network fluidityD Holds management accountable and D Lane rationalization: Reviewed and aligns executive incentives with Norfolk optimized the Intermodal network to Southern’s operating goals eliminate lanes that do not have the density to meet productivity targetsD Intermodal reservation system: Implemented new driver appointment system at two of the company’s major international terminals to enable crews to create opportunities for further growthCOMMITMENT TO ONGOING REFRESHMENTThe board has maintained an ongoing process of thoughtful, comprehensive refreshment aimed at driving long-term shareholder value through diverse perspectives and complementary skill sets, with six new directors appointed to the board in the past five years. Among this year’s nominees:54% 85% 85% Over 92%bring safety bring governmental bring operational shareholder support experience or stakeholder oversight in 2023 for all relations experience experience Norfolk Southern incumbentsVersus 29% on Ancora’s slate Versus 29% on Ancora’s slate Versus 71% on Ancora’s slateTo learn more, visit VoteNorfolkSouthern.com

MEET YOUR NEW INDEPENDENT DIRECTORSThe Norfolk Southern board is committed to bringing in fresh ideas and diverse perspectives. As part of this commitment, we appointed two new directors in 2023 and look forward to welcoming this year’s nominees. Our new independent director nominees bring critical knowledge pertaining to the railway and transportation sector, as well as key skills such as operations, safety, sustainability, risk, labor relations, and governmental relations.Independent Director Nominees for 2024RICHARD H. HEIDI ANDERSON HEITKAMP20+ years of executive leadership experience in Public service experience as a United States the transportation industry Senator and state Attorney General Former CEO of Delta Air Lines and President Environmental lawyer and rail safety advocate and CEO of AmtrakPRIORITIES FOR 2024 PRIORITIES FOR 2024I look forward to working with the board and I look forward to contributing my political and management at such a pivotal moment, and to regulatory experience from both the federal and contribute my expertise in the transportation, state levels to further enhance Norfolk Southern’s logistics, and railway industries as we oversee engagement with key stakeholders on issues that the execution of Norfolk Southern’s strategy.” are critical to the company’s ability to execute on its strategic plan to deliver safe and reliable service.”Independent Directors Appointed in 2023PHILIP S. FRANCESCA A. DAVIDSON DEBIASESafety Committee, Finance and Audit Committee, Governance Risk Management Committee and Nominating CommitteeSignificant safety, operational oversight, and Extensive operational oversight expertise strategic planning experience, including as a managing global supply chain, sustainability, former four-star Navy Admiral and finance matters 25th Commander of the nation’s oldest and Former Executive Vice President, Chief Supply largest military combatant command Chain and Sustainability Officer at McDonald’sPRIORITIES FOR 2024 PRIORITIES FOR 2024A focus on process improvement, particularly Enhancing operational efficiencies while improving around safety, overall operations, risk customer service. As we work to improve the management, and craft employee engagement. productivity and resiliency of our operations, I This mindset, shared by the board and senior want to apply my knowledge of the supply chain management, is helping to drive meaningful ecosystem and logistics to enhance Norfolk change across our enterprise.” Southern’s operational efficiency and overall customer experience.”Vote FOR ONLY Norfolk Southern’s 13 Nominees on the WHITE Proxy Card

STRONG INDEPENDENT COMMITTEE LEADERSHIPOur board has the right skills and experience to guide Norfolk Southern forward and close the gap with our peers. The chairs of the Safety, Finance and Risk Management, and Audit committees are seasoned leaders driving measurable progress by setting the standard for safety in our industry, overseeing management’s execution, and ensuring robust risk management to advance our balanced approach to safe service, productivity, and growth.MARCELA E. CHRISTOPHER T. THOMAS C. DONADIO JONES KELLEHERAudit Committee Chair, Executive Safety Committee Chair, Finance and Risk Management Committee, Finance and Risk Audit Committee, Committee Chair, Audit Committee, Management Committee Executive Committee Executive Committee Nearly four decades of audit, Extensive technology, safety, Former President of Morgan public accounting, SEC, and and logistics experience Stanley; Chairman of UBS related disclosure experience, Oversight experience Successfully navigated including 25 years as a through leadership roles Morgan Stanley through the partner at Ernst & Young in technology services and global financial crisis and Notable public company board defense sectors other industry challenges experience, including service as Lead Independent Director of Marathon OilNorfolk Southern’s directors have significant and diverse expertise:D Including in rail transportation, operations, regulatory, safety, sustainability, cybersecurity, and other relevant skills to continue effective, independent oversight D The Board has and will continue to act as its own change agent—and take necessary action when warrantedAncora Alternatives LLC’s (“Ancora”) slate is seeking wholesale change to push through its short-term focused agenda, which would put the company’s franchise at risk and be detrimental to shareholder value. Ancora’s nominees would: ² Unseat incumbents who are critical to the proper oversight of the company and proper functioning of the board ² Replace them with inferior nominees with little board and safety experience ² Handicap the board with inexperienced members and create a dearth of leadership and continuity at a critical time for Norfolk SouthernVisit VoteNorfolkSouthern.com to view video messages from board chair Amy Miles, Governance and Nominating Committee chair Jennifer Scanlon, Finance and Risk Management Committee member John Huffard, Jr., and Norfolk Southern’s management teamTo learn more, visit VoteNorfolkSouthern.com

NORFOLK SOUTHERN HAS THE …AND WOULD “GAIN” LITTLE DIVERSE EXPERTISE IT NEEDS FROM ANCORA’S NOMINEESALAN H. SHAW JIM BARBER, JR.Alan’s (CEO) videoD Delivered record annual railway operating revenue in first ² No experience in the railroad industry, no credibility with year as CEO in 2022 regulators, and no safety expertise D Built the strongest intermodal franchise in the eastern U.S. ² Has never been CEO despite being ‘next in line’ at least while serving as CMO of Norfolk Southern twice, including at UPS where he spent 35 years ² Has been on the bench for 5 years during the biggest shock D Engineer by trade; Seasoned railroader with 30+ years of to global supply chains in history experience across finance, operations, and marketing² A “director for hire” whose allegiance will be to the hedge D Crisis-tested, having successfully led the company through fund who installed him on multiple boards and to delivering response to East Palestine derailment and strengthened on their reckless strategy relationships with regulators ² Has overseen value destruction as director at C.H. Robinson, stock price has hit 52-week low since his appointmentAMY E. MILES GILBERT LAMPHERE Amy’s (BOARD CHAIR)videoD Extensive governance experience and successful track ² Career private equity investor with no direct operating record as a corporate executive and director of multiple experience in the rail industry large public companies² Experience is already well covered by Claude D Brings proven expertise as former CEO and Chair at Regal Mongeau, Richard Anderson, and other operationally Entertainment; current director at Amgen and Gap focused directors D Valuable experience driving operational efficiencies, investing in customer experience-related infrastructure, ² Another “director for hire” whose allegiance will be to marketing, and expanding organizational capabilities Ancora and their reckless strategy D Led efforts to enhance shareholder engagement, board composition, and oversight of management D Financial and accounting expert as former CFOCLAUDE MONGEAU SAMEH FAHMYD Highly respected CN leader with 25+ years of experience ² Retired from CN more than a decade ago as SVP of overseeing all facets of railroad management, with a deep Engineering, Mechanical and Supply Management under understanding of PSR operations Claude Mongeau’s leadership D As CFO, partnered with Hunter Harrison for nearly a decade, successfully implementing CN’s bold business ² As KCS EVP of Precision Railroading from 2019-2021, transformation returned to active management role with mixed safety D As CEO, key architect of CN’s customer-centric pivot leading and operational results to superior growth and a record 55.9% operating ratio the ² Very limited C-suite experience, all in operations- year he stepped down for health reasons focused roles D Oversaw and developed several veteran PSR operators, including Keith Creel, Jim Vena, Mike Cory, and John Orr ² Very limited public company governance experience; D Extensive governance experience as director of several ill-prepared to act in an oversight role as director of a large North American public companies in the engineering, large North American infrastructure company telecommunications, banking, oil & gas, and rail sectorsJENNIFER F. SCANLON ALLISON LANDRYJennifer’s (GNC CHAIR)videoD Significant executive and board experience in the product ² No public or private company executive experience safety testing and manufacturing industries; CEO of a safety focused company, she brings important expertise ² Background as an equity research analyst writing with respect to safety and governance matters about public companies has not prepared her for the D 16+ years of executive experience as a former Norfolk substantially different challenges of serving as a public Southern customer company director D Recognized by the National Safety Council as leader of ² No experience championing safety initiatives the USG Corporation D Provides valuable insights into safety, strategic planning, ² No operational know-how specific to rail or otherwise IT, governance, operations, environmental, and transportation mattersVote FOR ONLY Norfolk Southern’s 13 Nominees on the WHITE Proxy Card

JOHN R. THOMPSON WILLIAM CLYBURN, JR. (HCMCC CHAIR)D Extensive experience as a director and senior executive at ² Career bureaucrat with no company management or customer facing public companies board experience D Over a decade of public company board experience at Belk and Wendy’s International, where he served on ² Rail experience is limited to regulatory experience that is several committees overseeing audit, compensation and nearly two decades out of date governance matters² Zero operational experience D Valuable insights into governmental and stakeholder relations, strategic planning, compensation, marketing, ² Amy Miles and John Thompson are seasoned public and IT company directors with a wealth of experience that D Led the board’s use of its discretionary authority to zero-out Clyburn does not possess any annual incentive for Alan and all EVPs to align with shareholder interests in 2023JOHN C. HUFFARD, JR. BETSY ATKINSJohn’s video D Nearly two decades of technology experience as President ² Has not worked in an operating role in over two decades and COO of a cybersecurity software company D Member of President Biden’s National Security ² Another “director for hire” whose allegiance will be to Telecommunications Advisory Committee and recognized Ancora and its reckless strategy cybersecurity expert inducted into the Global Cyber Security Hall of Fame in 2023 ² Serves on five other public company boards (over-boarded by ISS standards) and appears to collect board D Serves as chairman for two high-growth tech companies; memberships as publicity for her own brand member of Goldman Sachs Value accelerator as a tech sector expert ² Despite being touted as an “expert” in technology, her D Oversaw recent independent assessments of Norfolk experience falls miles short of John Huffard’s undisputed Southern’s resiliency and preparedness; regularly engages reputation as a technology leader and innovator management on IT, cybersecurity infrastructure, and technological innovationsHEIDI HEITKAMP JOHN KASICH(BOARD NOMINEE)D Significant public sector experience as a United States ² Limited board experience and no relevant credentials in the Senator, state Attorney General, and rail safety advocate transportation industry D Strong relationships across the safety, rail, and agriculture ² Completely lacks Heidi Heitkamp’s rail experience and industries, including key Norfolk Southern customers advocacy background D Proven bipartisan track record of successfully working with ² Few allies left in Washington and Ohio, which would stakeholders on both sides of the aisle undermine key relationships in the state and community recovery D Instrumental in the RESPONSE Act, which ensures first responders have the proper training and resources to ² Poor relationship with labor unions handle train derailmentsWe strongly urge shareholders to vote for the entire slate of 13 highly qualified and experienced Norfolk WHITE CARDSouthern director nominees. We look forward to Vote for ONLY Norfolk Southern’s 13 Nomineesengaging with you further as the Annual Meeting Richard H. Andersonapproaches, and as always, we appreciate your Philip S. Davidson continued support and investment in Norfolk Southern. Francesca A. DeBiaseMarcela E. DonadioYour vote is extremely important, no matter how Mary Kathryn “Heidi” Heitkamp many shares you own. Please use the enclosed WHITE John C. Huffard, Jr.Christopher T. Jonesproxy card to vote FOR ONLY Norfolk Southern’s 13 Thomas C. Kellehernominees today. Amy E. MilesClaude Mongeau Sincerely, Jennifer F. ScanlonThe Norfolk Southern Board Alan H. ShawJohn R. ThompsonTo learn more, visit VoteNorfolkSouthern.com

YOUR VOTE IS IMPORTANT!If you have any questions about how to vote your shares, please call the firm assisting us with the solicitation of proxies:(877) 750-9496(toll-free from the U.S. and Canada)+1 (412) 232-3651 from other countriesImportant Additional InformationThe 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 ParticipantsThe 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 StatementsCertain 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.