8-K
Norfolk Southern Corp (NSC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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):
June 2, 2025
NORFOLK SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia | 1-8339 | 52-1188014 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification Number) |
| 650 West Peachtree Street NW<br> <br>Atlanta, Georgia<br> <br>30308-1925 | (855) 667-3655 | |
| --- | --- | |
| (Address of principal executive offices, including zip code) | (Registrant’s telephone number, including area 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:
| ☐ | 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)) | |
| --- | --- | |
| Title of each class | Trading<br> <br>Symbol | Name of each exchange<br> <br>on which registered |
| --- | --- | --- |
| Norfolk Southern Corporation Common Stock (Par Value $1.00) | NSC | New York Stock Exchange |
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 of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On June 2, 2025, Claude Mongeau, Chair of the Board of Directors (the “Board”) of Norfolk Southern Corporation (the “Company”) resigned from the Board for personal reasons. The Board will appoint a successor Board Chair at its next scheduled meeting later this month.
| Item 7.01. | Regulation FD Disclosure. |
|---|
On June 3, 2025, the Company issued a press release relating to Mr. Mongeau’s resignation from the Board, as described in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit<br>Number | Description |
|---|---|
| 99.1 | Press Release, dated June 3, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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/ Jeremy Ballard | |
|---|---|
| Name: | Jeremy Ballard |
| Title: | Corporate Secretary |
| Date: | June 3, 2025 |
EX-99.1
Exhibit 99.1
FOR IMMEDIATE RELEASE
Claude Mongeau resigns as Chair of Norfolk Southern Board
New Chair to be elected at the next scheduled meeting of the Board of Directors
ATLANTA, June 3, 2025 – Norfolk Southern Corporation (NYSE: NSC) today announced Chairman Claude Mongeau has resigned from the Board of Directors this week for personal reasons. The board will elect a new chair at its next scheduled meeting later this month.
“We are deeply grateful for Claude’s leadership over the past six years,” said Norfolk Southern President and CEO Mark R. George. “He has put outsized time and effort into his service as the company navigated several challenges, ultimately stepping up as chair last year to successfully integrate our new board. He leaves Norfolk Southern a much stronger railroad than it was when he joined us.”
“I am proud of the way the current board has come together to work collaboratively and constructively alongside the management team,” Mongeau said. “It has been an honor to serve with them. I have every confidence the company is back on the right trajectory and has what it needs for continued success.”
Mongeau has served as an independent director on the Norfolk Southern Board of Directors since September 2019 and was elected chair in May 2024. He served as president and chief executive officer of Canadian National Railway Company (CN), a North American railroad and transportation company, from January 2010 to June 2016 and as a director of CN from October 2009 to June 2016. During his 22-year career at CN, he also served as executive vice president and chief financial officer and vice president strategic and financial planning. Mongeau currently serves as a director of Cenovus Energy.
About Norfolk Southern
Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its predecessor companies have safely moved the goods and materials that drive the U.S. economy. Today, it operates a 22-state freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid approximately 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver approximately 7 million carloads annually, from agriculture to consumer goods. Norfolk Southern also has the most extensive intermodal network in the eastern U.S. It serves a majority of the country’s population and manufacturing base, with connections to every major container port on the Atlantic coast as well as major ports across the Gulf Coast and Great Lakes. Learn more by visiting www.NorfolkSouthern.com. ****
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