Norfolk Southern Corp 8-K, filed May 15, 2023
Norfolk Southern Corp (NSC)
About this 8-K
Norfolk Southern Corp filed this 8-K on May 15, 2023, reporting on events of May 11, 2023.
Items reported
- Item 5.07: Shareholder vote results
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):
May 15, 2023 (
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(Exact name of registrant as specified in its charter)
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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:
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Common Stock (Par Value $1.00) |
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 5.07. Submission of Matters to a Vote of Security Holders.
Norfolk Southern Corporation (the “Corporation”) held its 2023 Annual Meeting of Shareholders on May 11, 2023.
Proposal 1 – Election of Directors
Shareholders elected the following thirteen directors, each to serve for a one-year term, by the following count:
| Votes For | Votes Against | Abstentions |
Broker Non-Votes | |
| Thomas D. Bell, Jr. | 158,780,029 | 6,916,082 | 936,426 | 29,479,938 |
| Mitchell E. Daniels, Jr. | 145,256,152 | 19,649,964 | 1,726,421 | 29,479,938 |
| Marcela E. Donadio | 161,335,811 | 4,592,569 | 704,157 | 29,479,938 |
| John C. Huffard, Jr. | 161,623,613 | 4,237,424 | 771,500 | 29,479,938 |
| Christopher T. Jones | 154,076,417 | 12,108,730 | 447,390 | 29,479,938 |
| Thomas C. Kelleher | 163,526,063 | 2,354,791 | 751,683 | 29,479,938 |
| Steven F. Leer | 154,782,828 | 11,398,805 | 450,904 | 29,479,938 |
| Michael D. Lockhart | 145,578,853 | 20,288,496 | 765,188 | 29,479,938 |
| Amy E. Miles | 158,463,420 | 7,760,041 | 409,076 | 29,479,938 |
| Claude Mongeau | 156,211,280 | 9,614,605 | 806,652 | 29,479,938 |
| Jennifer F. Scanlon | 152,345,356 | 13,783,670 | 503,511 | 29,479,938 |
| Alan H. Shaw | 163,510,409 | 2,347,826 | 774,302 | 29,479,938 |
| John R. Thompson | 154,072,274 | 11,968,378 | 591,885 | 29,479,938 |
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, 2023, by the following count:
| Votes For | Votes Against | Abstentions | ||
| 187,256,960 | 8,481,546 | 373,969 |
Proposal 3 – Advisory Resolution on Executive Compensation (“Say on Pay”)
Shareholders approved, on an advisory basis, the resolution on executive compensation, as disclosed in the proxy statement for the 2023 Annual Meeting of Shareholders, by the following count:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 140,062,545 | 25,616,561 | 953,431 | 29,479,938 |
Proposal 4 – Frequency of Advisory Resolution on Executive Compensation (“Say on Frequency”)
Shareholders approved, on an advisory basis, a one year frequency for the resolution on executive compensation, by the following count:
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | ||||
| 161,801,984 | 507,299 | 3,672,352 | 650,902 | 29,479,938 |
Proposal 5 – Shareholder Proposal Regarding Street Name and Non-Street Name Shareholders’ Rights to Call a Special Meeting
Shareholders did not approve a shareholder proposal regarding street name and non-street name shareholders’ rights to call a special meeting, by the following count:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 75,205,214 | 90,363,576 | 1,063,747 | 29,479,938 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORFOLK SOUTHERN CORPORATION | ||
| (Registrant) | ||
| /s/ Denise W. Hutson | ||
| Name: Denise W. Hutson | ||
| Title: Corporate Secretary | ||
Date: May 15, 2023