Urges shareholders to vote "FOR" ONLY Norfolk
Southern's 13 highly qualified nominees on the WHITE proxy
card today
Believes Ancora's nominees lack critical
expertise and their appointment would be detrimental to shareholder
value by putting the franchise at risk
ATLANTA, April 11,
2024 /PRNewswire/ -- Norfolk Southern
Corporation (NYSE: NSC) Thursday sent a letter to shareholders
highlighting the collective strength of its board of directors and
its commitment to acting in shareholders' best interests. Norfolk
Southern's highly qualified and engaged board has taken decisive
action to drive long-term shareholder value. They are holding
management accountable, addressing shareholder feedback, and
enhancing safety and operational performance. The letter highlights
the board's:
- Independent oversight to ensure the successful execution of
our balanced strategy. Norfolk Southern's board is an agent of
change, advancing shareholders' interests. The board has executed
significant corporate governance enhancements, directed
transformational initiatives to improve safety and operational
performance, and amended executive compensation policies to ensure
performance accountability.
- Proven skills and experience that are essential to guide
Norfolk Southern forward. The intentional composition of the
board supports our ability to drive long-term shareholder value.
The directors bring complementary expertise and have important
knowledge across rail transportation, operations, regulatory,
safety, sustainability, and cybersecurity. These, coupled with
effective independent board oversight, will help close the gap with
our peers.
- Steadfast commitment to bringing in fresh ideas and diverse
perspectives. In 2023, Adm. Philip
Davidson, USN, Ret., and Francesca
DeBiase, former EVP and chief supply chain and
sustainability officer of McDonald's Corporation, were appointed to
the board. Now, Norfolk Southern looks forward to welcoming
Richard Anderson, former CEO of
Delta Air Lines and Amtrak, and former U.S. Sen. and rail safety
advocate Mary Kathryn "Heidi" Heitkamp, at this year's Annual
Meeting. These new nominees underscore the board's ongoing,
comprehensive refreshment process, which includes appointing six
new directors to the board in the past five years and nominating
two new directors this year.
In contrast, Ancora Alternatives LLC's ("Ancora") slate is
seeking wholesale change to push through its short-term focused
agenda, which would put the company's franchise at risk and be
detrimental to shareholder value.
Ancora's nominees would:
- Unseat incumbents who are essential to ensuring the proper
oversight of the company and effective functioning of the
board
- Replace our qualified director nominees with inferior
nominees with little board and safety experience
- Handicap the board with inexperienced members and create
a dearth of leadership and continuity at a pivotal time for Norfolk
Southern
Ancora's reckless plan and demands for an overhaul of
management and the board would decelerate the momentum of Norfolk
Southern's strategic transformation, force substantial furloughs,
and destroy long-term value for shareholders.
The letter to shareholders and other important information
related to Norfolk Southern's Annual Meeting can be found at
VoteNorfolkSouthern.com.
The website also includes video messages to shareholders from
independent board chair Amy Miles,
Governance and Nominating Committee chair Jennifer Scanlon, Finance and Risk Management
Committee member John Huffard, Jr.,
and Norfolk Southern's management team.
Your Vote is Important
Norfolk Southern believes all of its 13 nominees are uniquely
qualified to oversee the company's strategy, drive sustainable
value, and hold management accountable. Norfolk Southern
strongly urges shareholders to protect their investment by VOTING
the WHITE proxy card FOR ONLY Norfolk Southern's 13
nominees.
Please simply DISCARD any Blue proxy card you may receive
from Ancora. If you inadvertently voted using a Blue proxy card,
you may cancel that vote simply by voting again TODAY using the
company's WHITE proxy card. Only your latest-dated vote will
count!
If you have any questions or require any
assistance with respect to voting your shares, please contact our
proxy solicitor:
INNISFREE M&A
INCORPORATED
Shareholders may call:
1 (877) 750-9496 (toll-free from the U.S. and Canada)
+1 (412) 232-3651 (from other countries)
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 customer-centric and operations-driven 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 more than 7 million carloads annually, from
agriculture to consumer goods, and Norfolk Southern originates more
automotive traffic than any other Class I Railroad. 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 in the Gulf of Mexico and Great Lakes. Learn more by
visiting www.NorfolkSouthern.com.
Important Additional Information and Where to Find It
The Company has filed a definitive proxy statement (the "2024
Proxy Statement") on Schedule 14A and a WHITE proxy card with the
Securities and Exchange Commission (the "SEC") in connection with
the solicitation of proxies for its 2024 Annual Meeting of
Shareholders (the "2024 Annual Meeting"). SHAREHOLDERS ARE STRONGLY
ADVISED TO READ THE COMPANY'S 2024 PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), THE WHITE PROXY CARD AND ANY
OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may
obtain a free copy of the 2024 Proxy Statement, any amendments or
supplements to the 2024 Proxy Statement and other documents that
the Company files with the SEC from the SEC's website at
www.sec.gov or the Company's website at
https://norfolksouthern.investorroom.com as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
Certain Information Regarding Participants in
Solicitation
The Company, its directors and certain of its executive officers
and employees may be deemed participants in the solicitation of
proxies from shareholders in connection with the matters to be
considered at the 2024 Annual Meeting. Information regarding the
direct and indirect interests, by security holdings or otherwise,
of the persons who may, under the rules of the SEC, be considered
participants in the solicitation of shareholders in connection with
the 2024 Annual Meeting is included in Norfolk Southern's 2024
Proxy Statement, filed with the SEC on March
20, 2024. To the extent holdings by our directors and
executive officers of Norfolk Southern securities reported in the
2024 Proxy Statement for the 2024 Annual Meeting have changed, such
changes have been or will be reflected on Statements of Change of
Ownership on Forms 3, 4 or 5 filed with the SEC. These documents
are available free of charge as described above.
Cautionary Statement on Forward-Looking Statements
Certain statements in this press release are "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, as amended.
These statements relate to future events or our future financial
performance, including statements relating to our ability to
execute on our strategic plan and our 2024 Annual Meeting and
involve known and unknown risks, uncertainties, and other factors
that may cause our actual results, levels of activity, performance,
or our achievements or those of our industry to be materially
different from those expressed or implied by any forward-looking
statements. In some cases, forward-looking statements may be
identified by the use of words like "may," "will," "could,"
"would," "should," "expect," "plan," "anticipate," "intend,"
"believe," "estimate," "project," "consider," "predict,"
"potential," "feel," or other comparable terminology. The Company
has based these forward-looking statements on its current
expectations, assumptions, estimates, beliefs, and projections.
While the Company believes these expectations, assumptions,
estimates, and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks
and uncertainties, many of which involve factors or circumstances
that are beyond the Company's control. These and other important
factors, including those discussed under "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2023, as well as the Company's
subsequent filings with the SEC, may cause actual results,
performance, or achievements to differ materially from those
expressed or implied by these forward-looking statements. The
forward-looking statements herein are made only as of the date they
were first issued, and unless otherwise required by applicable
securities laws, the Company disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
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SOURCE Norfolk Southern Corporation