Norfolk Southern Corp 8-K, filed Feb 24, 2020
Norfolk Southern Corp (NSC)
About this 8-K
Norfolk Southern Corp filed this 8-K on February 24, 2020, reporting on events of February 21, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 24, 2020 (
________________________________
(Exact name of registrant as specified in its charter)
______________________________________
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) | |
| (Registrant’s telephone number, including area code) | |||
| (Address of principal executive offices, including zip code) | |||
No Change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Directors
On February 24, 2020, Norfolk Southern Corporation issued a Press Release, attached hereto as Exhibit 99.1, announcing that the Board of Directors elected John C. Huffard, Jr. and Christopher T. Jones to be directors of Norfolk Southern Corporation, effective February 21, 2020. The Board of Directors appointed Mr. Huffard to the Compensation Committee and the Finance and Risk Management Committee and Mr. Jones to the Audit Committee and the Governance and Nominating Committee.
There was no arrangement or understanding between either Mr. Huffard or Mr. Jones and any other person pursuant to which they were elected as a director of Norfolk Southern. There are no transactions between either Mr. Huffard or Mr. Jones and the Corporation that would require disclosure under Item 404(a) of Regulation S-K.
No material plan, contract or arrangement (written or otherwise) to which either Mr. Huffard or Mr. Jones is a party or a participant was entered into or materially amended in connection with their joining the Board of Directors, and neither Mr. Huffard nor Mr. Jones received any grant or award or any modification thereto, under any such plan, contract or arrangement in connection with such event.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
| Exhibit Number | Description |
| 99.1 | Press Release |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| SIGNATURES | |
| NORFOLK SOUTHERN CORPORATION | |
| (Registrant) | |
| /s/ Denise W. Hutson | |
| Name: Denise W. Hutson | |
| Title: Corporate Secretary |
Date: February 24, 2020
FOR IMMEDIATE RELEASE
John C. Huffard Jr. and Christopher T. Jones elected to Norfolk Southern board of directors
NORFOLK, Va., Feb. 24, 2020 – John C. “Jack” Huffard Jr. and Christopher T. Jones have been elected directors of Norfolk Southern Corporation (NYSE: NSC), effective Feb. 21, 2020, Chairman, President and CEO James A. Squires said today.
Huffard, 52, brings significant technology and business operations expertise to the board. He is a co-founder of Tenable Network Security Inc. and Tenable Holdings Inc. (NASDAQ: TENB), a cybersecurity software company. Huffard served as president and chief operating officer and as a director of Tenable Network Security from 2002 to 2018, where he was responsible for driving Tenable’s global corporate strategy and business operations and was instrumental in the venture funding and IPO process. From 2018 to 2019, Huffard focused exclusively on business operations as chief operating officer of Tenable Holdings. Huffard has been a director of Tenable Holdings since 2016.
Jones, 55, brings extensive change management and cultural transformation experience to the board. He served as corporate vice president and president of the technology services sector of Northrop Grumman Corporation, a global aerospace and defense technology company, from January 2013 through December 2019. Previously, he served as vice president and general manager of Northrop Grumman’s integrated logistics and modernization division from 2010 through 2012. Jones was a maintenance officer in the Connecticut Air National Guard from 1997 to 2011.
“We are excited to welcome Chris and Jack to the board, as both of them bring significant operational and technology understanding to Norfolk Southern,” Squires said. “Their collective experiences and perspectives in strategic planning and change management in large organizations will be invaluable as we continue to transform Norfolk Southern.”
Jones has been appointed to the Audit and Governance and Nominating committees and Huffard has been appointed to the Compensation and Finance and Risk Management committees of the Norfolk Southern board.
About Norfolk Southern
Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 19,500 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern is a major transporter of industrial products, including chemicals, agriculture, and metals and construction materials. In addition, the railroad operates the most extensive intermodal network in the East and is a principal carrier of coal, automobiles, and automotive parts.
Media Inquiries:
Media Relations, 404-420-4444 (media.relations@nscorp.com)
Investor Inquiries:
Pete Sharbel, 470-867-4807 (peter.sharbel@nscorp.com)
http://www.norfolksouthern.com
###