8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

________________________________

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 10, 2022

(February 9, 2022)

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NORFOLK

SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)

______________________________________

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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 ofDirectors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On February 9, 2022, the Board of Directors elected Claiborne L. “Clay” Moore, Vice President and Controller of Norfolk Southern Corporation (the "Company"), effective March 1, 2022. Mr. Moore, age 42, joined the Company in 2011 and has served as Assistant Vice President Corporate Accounting since March 16, 2019. Prior thereto, he served as Director Investor Relations from July 1, 2017 to March 15, 2019 and as Director Accounting Research and Analysis from April 1, 2016 to June 30, 2017. Prior to joining Norfolk Southern, Mr. Moore served as Senior Manager at the Company’s independent auditor, KPMG LLP.

There was no arrangement or understanding between Mr. Moore and any other person pursuant to which he was selected as an officer of Norfolk Southern and no family relationship between Mr. Moore and any director or executive officer. There are no transactions between Mr. Moore and the Company that would require disclosure under Item 404(a) of Regulation S-K.

No material plan, contract or arrangement (written or otherwise) to which Mr. Moore is a party or a participant was entered into or materially amended in connection with him becoming an executive officer, and Mr. Moore did not receive any material grants or awards or any modifications 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:

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.

Date:  February 10, 2022