KSU Kansas City Southern

Item 5.07. Submission of Matters to a Vote of Security Holders.

Kansas City Southern, a Delaware corporation, held its special meeting of stockholders on December 10, 2021 (the “Special Meeting”). A definitive merger proxy statement on Schedule 14A with respect to the Special Meeting was filed with the Securities and Exchange Commission on November 3, 2021. Descriptions of each of the proposals voted upon at the Special Meeting are contained in the definitive merger proxy statement. At the close of business on October 14, 2021, the record date of the Special Meeting, there were 90,980,440 shares of common stock, par value $.01 per share, of Kansas City Southern (the “Common Stock”) and 214,542 shares of 4% noncumulative preferred stock, par value $25.00 per share of Kansas City Southern (the “Preferred Stock” and together with the Common Stock, the “Voting Stock”), issued and outstanding, for a total of 91,194,982 shares of Voting Stock outstanding, each of which was entitled to one vote for each proposal at the Special Meeting. At the Special Meeting, a total of 64,498,936 shares of Voting Stock, representing approximately 71% of the outstanding shares issued and outstanding and entitled to vote, were present virtually or by proxy, constituting a quorum to conduct business.

The following is a summary of the voting results with respect to each of the proposals, including the number of votes cast for and against, and the number of abstentions.