Norfolk Southern Corp DEFA14A, filed Mar 27, 2020

Norfolk Southern Corp (NSC)

DEFA14A 2020-03-27

Added on October 17, 2026

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o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
x Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12

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NORFOLK SOUTHERN CORPORATION	Meeting Information
	Meeting Type: Annual Meeting
	For holders as of: March 6, 2020
	Date: May 14, 2020 Time: 8:30 A.M. EDT
	Location:	Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/NSC2020
	The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/NSC2020 and be sure to have the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page).

NORFOLK SOUTHERN CORPORATION ATTN: JOSEPH C. WOLFE THREE COMMERCIAL PLACE NORFOLK, VA 23510	You are receiving this communication because you hold shares in the company named above. This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We encourage you to access and review all of the important information contained in the proxy materials before voting.

	See the reverse side of this notice to obtain proxy materials and voting instructions.


Proxy Materials Available to VIEW or RECEIVE: 1. NOTICE AND PROXY STATEMENT 2. ANNUAL REPORT How to View Online:
Have the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents and the form of proxy, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
	1) BY INTERNET:	www.proxyvote.com
	2) BY TELEPHONE:	1-800-579-1639
	3) BY E-MAIL*:	sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions, and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 30, 2020, to facilitate timely delivery.


	Vote By Internet:
	Before The Meeting:
	Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
	During The Meeting:
	Go to www.virtualshareholdermeeting.com/NSC2020. Have the information that is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
	Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.


The Board of Directors recommends you vote FOR items 1-4:

2.	Approval of proposed amendments to the Corporation's Amended and Restated Articles of Incorporation (“Articles”):

	2a.	Amendment of voting standard to amend the Articles

	2b.	Approval of simple majority voting standard to approve a merger, share exchange, conversion, sale, or dissolution of the Corporation

	2c.	Approval of majority voting standard to approve re-domestication of the Corporation and affiliated transactions

3.	Ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors for the year ending December 31, 2020

4.	Approval of the advisory resolution on executive compensation, as disclosed in the proxy statement for the 2020 Annual Meeting of Shareholders

The Board of Directors recommends you vote AGAINST item 5:

5.	A shareholder proposal regarding the right to act by written consent, if properly presented at the meeting

NOTE: In addition, in their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.