DEFA14A 1 d810264ddefa14a.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. )

☒ |  | Filed by the Registrant |  | ☐ |  |  |  | Filed by a Party other than the Registrant

Check the appropriate box:
☐ |  | Preliminary Proxy Statement
☐ |  | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
☐ |  | Definitive Proxy Statement
☒ |  | Definitive Additional Materials
☐ |  | Soliciting Material Under Rule 14a-12

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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☒ |  | No fee required.
☐ |  | Fee paid previously with preliminary materials.
☐ |  | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

On April 26, 2024, Norfolk Southern Corporation distributed the following communication to shareholders, which may be used in the future in whole or in part by the Company:

OUR BALANCED STRATEGY E LEDBYANEXPERIENCED BOARDAND MANAGEMENT TEAM,WEARE WORKING TO DELIVER MEANINGFUL OPERATING PERFORMANCE IMPROVEMENTSAND ENHANCED SHAREHOLDER VALUEINBOTHFAVORABLE ANDCHALLENGING MARKET ENVIRONMENTS. CEO Alan Shawtookimmediate actionafter Priortothe EastPalestinederailmentin assuming his role in 2022 to create abalanced February 2023,our strategy wastakinghold strategycenteredon: anddelivering compellingresults: Safely delivering reliable and Record railwayoperating revenue resilientservice of $12.7billionin2022 Drivingcontinuousproductivity Operating ratiointhe low60s in improvement 2022 –inlinewith Class Ipeers Propelling smart and Achieved the 2nd highest5-year sustainablegrowth TSRofour Class Ipeers (asof 12.31.22) WE ARE EXECUTING OUR BALANCED STRATEGY Des ite the si nificant im act of EP we have delivered substantial o eratin im rovements durin Alan’s tenure includin : % 11% ~3,040 22 BPS DWELL HOURS ON-TIME SERVICE PERFORMANCE ALAN SHAW NSC’sPresidentand CEO TO LEARNMORE,VISIT VOTENORFOLKSOUTHERN.COM

ASAFER RAILROADISA MORESUCCESSFULRAILROAD Federal Railroad Administration (FRA) Mainline AccidentRate 38% IMPROVEMENT 2020 2021 2022 2023

WELCOMING JOHN ORR, ARECOGNIZEDINDUSTRYLEADER,ASCOO John is a40-yearindustry veteranand PSRexpertwith aproventrack record: Spearheaded the Shapedand guided the Drove significant turnaround of Canadian executionofKansas City improvements in Pacific Kansas City’sMexico Southern’s service-focused Canadian National operations by successfully scheduled railroading Railway’s safety implementingahigh- initiatives. and operational efficiency operating model. performance. OUR NEXT STEP TURBOCHARGING OUR PLAN UNDER ORR, WE ARE ACCELERATING THE IMPLEMENTATION OF OUR PLAN, AND ARE ON TRACK TO CLOSE THE OPERATING GAP WITH PEERS: Improve Achieve Advance operating ratio to as a sub-60% operating new levels of safety, low as 64% to 65% in ratio in the next service, growth and 2H 2024.* 3-4 years.* operating efficiencies. *The operatingratio improvements representadjustedoperating ratio. See“Non-GAAP FinancialMeasures”onthe back of this brochurefor information regarding the definitionand reconciliationtoGAAPoperating ratio.

ANCORA’SPLANIS RISKY, UNNECESSARY AND VALUEDESTRUCTIVE Ancora’snomineeswould Ancora’sirresponsibly Executing Ancora’splan handicapthe board with aggressive targetswould would sparkimmediate backlash inexperiencedmembers at a require ~2,900employee from regulators, strain profitable criticaltime forNorfolk Southern furloughs in thefirstyear customer relationshipsand damage long-term shareholder value What really needstobedonethere,though, is JAMIE BOYCHUK: Ancora’sProposed COO we gottostrip this thingdown to thestuds.” *Deutsche Bank Webinar, 4.15.24 Permission to usequoteswas neither soughtnor obtained. An independentsurveyofrailcustomers shows thata significant majority believe Ancora’sproposed plan would negatively impact rail operations. As aresult, if Ancoratookcontrol,manycustomersintend to move amaterial portionoftheir business away from Norfolk Southern and to another carrier. Do YouSupportNSC’s Strategic Plan or the If theActivist’s Strategic Plan is Implemented, Activist’sStrategic Plan? HowWould This Impact Your Volumeswith NSC? 100% 86% 100% WhenAsked to 80% Quantify,Most 80% 80% Customers EstimateThey Would Shift a 60% 60% Mid-to-High Single Digit Percentage of Their Current NS 40% 40% Volumes to CSX and/or Truck 20% 20% 20% 14% 0% 0% 0% 0% NSC’S PLAN ACTIVIST’S PLAN INDIFFERENT MOREVOLUME WITH NS LESS WITH VOLUME NS NO CHANGE *Rail Shipper Survey on the ActivistCampaign at NSC Justin Long, Analyst,Stephens DISPOSE OF ANY BLUE PROXYCARD YOURECEIVE FROM ANCORA

VOTE THEWHITE PROXY CARD TODAY We strongly urge youtovote“FOR” theentireslate of 13 highly qualified andexperienced Norfolk Southern directornominees. Remember,ifyou mark FOR formorethan13 nominees, your vote on theelection of thedirectors will be invalid.Please be carefultovoteFOR ONLY Norfolk Southern’s 13 nominees. DISCARD anyBlue proxy card you receivefromAncora. If youinadvertently votedusing aBlueproxy card, youmay cancelthatvotesimplybyvoting again TODAYusing theCompany’s WHITE proxycard. Only your latest-dated vote will count! Your vote is extremelyimportant, no matter how manyshares youown. Thank youfor your continued supportofNorfolk Southern. Sincerely, The Norfolk Southern Board TO LEARNMORE,VISIT VOTENORFOLKSOUTHERN.COM

YOUR VOTE IS IMPORTANT! IF YOUHAVEANY QUESTIONS ABOUTHOW TO VOTE YOUR SHARES, PLEASE CALLTHE FIRM ASSISTING US WITH THE SOLICITATION OF PROXIES: (877)750-9496 +1 (412) 232-3651 (toll-free from theU.S. andCanada) from othercountries ImportantAdditionalInformation The Company has fileda definitiveproxy statement(the“2024Proxy Statement”)onSchedule 14Aand aWHITE proxycardwith theSecurities andExchange Commission (the“SEC”) in connection with the solicitationofproxiesfor its 2024Annual MeetingofShareholders (the “2024Annual Meeting”). SHAREHOLDERS ARE STRONGLYADVISED TO READ THE COMPANY’S 2024PROXY STATEMENT (INCLUDINGANY AMENDMENTSORSUPPLEMENTSTHERETO),THE WHITE PROXYCARD AND ANY OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOMEAVAILABLE BECAUSETHEY WILL CONTAIN IMPORTANT INFORMATION. Shareholdersmay obtain afreecopyofthe 2024Proxy Statement, anyamendments or supplementstothe 2024 ProxyStatementand other documents thatthe Company fileswith the SECfromthe SEC’s websiteatwww.sec.govorthe Company’s websiteathttps://norfolksouthern.investorroom.com as soon as reasonablypracticable after such materials areelectronically filed with, or furnishedto, theSEC. Certain Information Concerning Participants The Company, its directorsand certain of its executiveoffi cersand employees maybedeemed participants in thesolicitationofproxiesfromshareholders in connection with the matters to be consideredatthe 2024Annual Meeting. Informationregarding thedirectand indirectinterests,bysecurity holdings or otherwise, of the personswho may, under the rulesofthe SEC, be consideredparticipants in thesolicitationofshareholders in connectionwith the2024Annual Meeting is included in Norfolk Southern’s 2024 ProxyStatement,filed with theSEC on March20, 2024. To theextentholdingsbyour directors and executive officersofNorfolk Southern securitiesreported inthe 2024Proxy Statementfor the2024Annual Meetinghavechanged,suchchanges have been or willbe reflected on Statements of Change of OwnershiponForms 3, 4or5 filed withthe SEC. Thesedocuments areavailable free of charge as described above. Cautionary Statement on Forward-Looking Statements Certain statementsinthis communicationare “forward-lookingstatements”within themeaning of the“safe harbor”provisionsofthe PrivateSecuritiesLitigation Reform Act of 1995, as amended. Thesestatements relate to future eventsorour future financial performance, including statements relatingtoour abilityto executeonour strategic plan and our2024AnnualMeeting andinvolveknown and unknown risks, uncertainties, and otherfactors that maycause our actual results,levels of activity, performance,orour achievements or thoseofour industry to be materially differentfromthose expressedorimpliedbyany forward-looking statements.Insomecases,forward-looking statementsmay be identifiedbythe use of wordslike“may,”“will,”“could,” “would,” “should,”“expect,” “plan,” “anticipate,”“intend,” “believe,” “estimate,” “project,”“consider,”“predict,” “potential,” “feel,” or othercomparable terminology.The Company has basedthese forward-looking statements on its current expectations,assumptions,estimates, beliefs,and projections. While theCompany believesthese expectations, assumptions, estimates,and projections arereasonable,suchforward-lookingstatementsare only predictions and involveknown and unknown risksand uncertainties,manyof which involvefactors or circumstancesthatare beyond the Company’s control. These and otherimportant factors, includingthose discussedunder “RiskFactors” in our Annual Reporton Form 10-K forthe year ended December 31,2023, as well as theCompany’s subsequent filingswith theSEC, maycause actual results, performance,orachievements to differ materially from thoseexpressedorimpliedbythese forward-looking statements.The forward-looking statementsherein aremadeonly as of thedatetheywerefirstissued, and unless otherwiserequired by applicable securitieslaws,the Company disclaims anyintention or obligation to updateorrevise anyforward-looking statements,whetherasaresult of newinformation, future events,orotherwise. Non-GAAPFinancial Measures This document includesthe presentation anddiscussionofadjustedoperatingratio.This figureadjusts our GAAP financial resultstoexclude theeffects of the direct costsresulting from the EastPalestine incident. We use this non-GAAP financial measureinternally and believe this informationprovidesuseful supplemental informationtoinvestorstofacilitatemakingperiod to periodcomparisons by excluding thecosts arising from theEastPalestineincident,and in 2024, also excluding othercharges relating to restructuring efforts,shareholdermattersand adeferred taxadjustment.While we believe that this non-GAAP financial measureisusefulinevaluating ourbusiness,thisinformation should be consideredassupplemental in nature and is notmeant to be considered in isolation from, or as asubstitutefor,the relatedfinancialinformation prepared in accordance withGAAP.Inaddition,thisnon-GAAP financialmeasure maynot be the same as similar measures presentedbyother companies. Seebelowfor areconciliationofthe 2023non-GAAP operatingratio figures provided in this documenttoGAAP operatingratio.With respect to projections and estimatesfor future non-GAAP operatingratio,including full year 2024 adjusted operating ratio guidance and our longer term adjustedoperating ratio target,the Company is unable to predictorestimate with reasonable certaintythe ultimate outcome of certain items required forthe GAAPmeasurewithout unreasonable effort. Informationabout theadjustments that arenot currentlyavailable to the Company could have apotentially unpredictable andsignificant impactonfutureGAAP results. Thefollowing table adjustsour 2023 GAAPfinancial results to exclude theeffects of theEastPalestineincident.The incometax effects of this non-GAAP adjustment were calculatedbased on theapplicable taxrates to which thenon-GAAP adjustment related: