New Leadership Plans
to Require Every Norfolk Southern Train Operating on a Mainline to
Have a Two-Person Crew, Representing an Important Upgrade to the
Company’s Current Policy
Ohio-based Ancora Holdings Group, LLC (collectively with its
affiliates, “Ancora” or “we”), which owns a large equity stake in
Norfolk Southern Corporation (NYSE: NSC) (“Norfolk Southern” or the
“Company”), today announced that its slate of director candidates
and suggested management team have issued the below statement and
released a summarized white paper that includes analysis and
recommendations pertaining to the Company’s safety culture
(downloadable here).
“As proposed directors and executives, we continue to analyze
Norfolk Southern’s challenges and opportunities with the focus and
intensity of a sitting corporate leadership team. We realize that
the most important assets of any railroad are its experienced
operators. Conductors, engineers and other workers on the railroad
are the essential factor in ensuring safe and productive
operations. Today, we are announcing our firm support for a policy
that would ensure that every Norfolk Southern train operating on a
mainline has a two-person crew. We believe a two-person crew is one
of the very best ways to enhance operational safety and empower
operators to identify, assess and resolve problems. Under our
leadership, we intend to ensure that Norfolk Southern’s mainline
trains always have a two-person crew.
We recognize that railroads are complex organizations, and
railroading is dangerous work. While we appreciate the
technological advances that continue to enhance safety and
operational performance, safe railroading still relies primarily on
human oversight and ingenuity. Crews routinely respond to unusual
and unanticipated circumstances that require rapid decisions based
on human judgment of many variables. Workers will remain, for the
foreseeable future, the bedrock of safe railroad operations.”
Ancora’s director candidates include Betsy Atkins, Jim Barber,
Jr., William Clyburn, Jr., Nelda Connors, Sameh Fahmy, former Ohio
Governor John Kasich, Gilbert Lamphere and Allison Landry. The
proposed management team includes Mr. Barber and Jamie Boychuk.
Learn more at www.movenscforward.com.
***
About Ancora
Founded in 2003, Ancora Holdings Group, LLC offers integrated
investment advisory, wealth management, retirement plan services
and insurance solutions to individuals and institutions across the
United States. The firm is a long-term supporter of union labor and
has a history of working with union groups and public pension plans
to deliver long-term value. Ancora’s comprehensive service offering
is complemented by a dedicated team that has the breadth of
expertise and operational structure of a global institution, with
the responsiveness and flexibility of a boutique firm. For more
information about Ancora, please visit https://ancora.net.
Advisors
Cadwalader, Wickersham & Taft LLP is serving as legal
advisor, with Longacre Square Partners LLC serving as
communications and strategy advisor and D.F. King & Co., Inc.
serving as proxy solicitor.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information herein contains “forward-looking statements.”
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as “may,” “will,”
“expects,” “believes,” “anticipates,” “plans,” “estimates,”
“projects,” “potential,” “targets,” “forecasts,” “seeks,” “could,”
“should” or the negative of such terms or other variations on such
terms or comparable terminology. Similarly, statements that
describe our objectives, plans or goals are forward-looking.
Forward-looking statements are subject to various risks and
uncertainties and assumptions. There can be no assurance that any
idea or assumption herein is, or will be proven, correct. If one or
more of the risks or uncertainties materialize, or if the
underlying assumptions of Ancora Alternatives LLC (“Ancora
Alternatives”) or any of the other participants in the proxy
solicitation described herein prove to be incorrect, the actual
results may vary materially from outcomes indicated by these
statements. Accordingly, forward-looking statements should not be
regarded as a representation by Ancora Alternatives that the future
plans, estimates or expectations contemplated will ever be
achieved. You should not rely upon forward-looking statements as a
prediction of actual results and actual results may vary materially
from what is expressed in or indicated by the forward-looking
statements. Except to the extent required by applicable law,
neither Ancora Alternatives nor any participant will undertake and
specifically declines any obligation to disclose the results of any
revisions that may be made to any projected results or
forward-looking statements herein to reflect events or
circumstances after the date of such projected results or
statements or to reflect the occurrence of anticipated or
unanticipated events.
Certain statements and information included herein have been
sourced from third parties. Ancora Alternatives does not make any
representations regarding the accuracy, completeness or timeliness
of such third party statements or information. Except as may be
expressly set forth herein, permission to cite such statements or
information has neither been sought nor obtained from such third
parties. Any such statements or information should not be viewed as
an indication of support from such third parties for the views
expressed herein.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Ancora Alternatives and the other Participants (as defined
below) have filed a preliminary proxy statement and accompanying
BLUE proxy card (the “Proxy Statement”) with the Securities and
Exchange Commission (the “SEC”) to be used to solicit proxies for,
among other matters, the election of its slate of director nominees
at the 2024 annual meeting of shareholders (the “2024 Annual
Meeting”) of Norfolk Southern Corporation, a Virginia corporation
(“Norfolk Southern” or the “Corporation”). Promptly after filing
its definitive proxy statement with the SEC, Ancora Alternatives
will forward the definitive proxy statement and accompanying BLUE
proxy card to each stockholder entitled to vote at the 2024 Annual
Meeting.
The participants in the proxy solicitation are Ancora Catalyst
Institutional, LP (“Ancora Catalyst Institutional”), Ancora Merlin
Institutional, LP, (“Ancora Merlin Institutional”), Ancora Merlin,
LP (“Ancora Merlin”), Ancora Catalyst, LP (“Ancora Catalyst”),
Ancora Bellator Fund, LP (“Ancora Bellator”), Ancora Impact Fund LP
Series AA (“Ancora Impact AA”) and Ancora Impact Fund LP Series BB
(“Ancora Impact BB”) (each of which is a series fund within Ancora
Impact Fund LP) (Ancora Catalyst Institutional, Ancora Merlin
Institutional, Ancora Merlin, Ancora Catalyst, Ancora Bellator,
Ancora Impact AA and Ancora Impact BB, collectively, the “Ancora
Funds”), Ancora Advisors, LLC (“Ancora Advisors”), The Ancora Group
LLC (“Ancora Group”), Ancora Family Wealth Advisors, LLC (“Ancora
Family Wealth”), Inverness Holdings LLC (“Inverness Holdings”),
Ancora Alternatives, Ancora Holdings Group, LLC (“Ancora Holdings”)
and Frederick DiSanto (collectively, the “Ancora Parties”); and
Betsy Atkins, James Barber, Jr., William Clyburn, Jr., Nelda
Connors, Sameh Fahmy, John Kasich, Gilbert Lamphere and Allison
Landry (the “Ancora Nominees” and, collectively with the Ancora
Parties, the “Participants”).
Ancora Alternatives, as the general partner and investment
manager of each of the Ancora Funds and as the investment manager
of the Ancora Alternatives separately managed accounts (each, an
“SMA”) may be deemed to beneficially own in the aggregate 913,180
shares of Common Stock (of which 830,380 shares of Common Stock are
directly and beneficially owned by the Ancora Funds, including the
123,500 shares of Common Stock underlying 1,235 American call
options held directly and beneficially in aggregate by the Ancora
Funds, and of which 82,800 shares of Common Stock are held
indirectly and beneficially by the Ancora Alternatives SMAs).
Ancora Advisors, as the investment advisor to the SMA of Ancora
Advisors, may be deemed to beneficially own all of the 270 shares
of Common Stock held in the Ancora Advisors SMA. Ancora Group, as
the sole member of Ancora Advisors, may be deemed to beneficially
own all of the 270 shares of Common Stock held in the Ancora
Advisors SMA. Ancora Family Wealth, as the investment advisor to
the Ancora Family Wealth SMAs, may be deemed to beneficially own
all of the 9,847.28 shares of Common Stock held in the Ancora
Family Wealth SMAs. Inverness Holdings, as the sole member of
Ancora Family Wealth, may be deemed to beneficially own all of the
9,847.28 shares of Common Stock held in the Ancora Family Wealth
SMAs. Ancora, as the sole member of each of Ancora Alternatives,
Ancora Group and Inverness Holdings, may be deemed to beneficially
own in the aggregate 923,297.28 shares of Common Stock held by the
Ancora Funds (including the 123,500 shares of Common Stock
underlying 1,235 American call options), the Ancora Alternatives
SMAs, the Ancora Advisors SMA and the Ancora Family Wealth SMAs.
Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora,
may be deemed to beneficially own in the aggregate 923,297.28
shares of Common Stock held by the Ancora Funds (including the
123,500 shares of Common Stock underlying 1,235 American call
options), the Ancora Alternatives SMAs, the Ancora Advisors SMA and
the Ancora Family Wealth SMAs. The Ancora Parties beneficially own
923,297.28 shares of Common Stock in the aggregate (including the
123,500 shares of Common Stock underlying 1,235 American call
options). Gilbert Lamphere owns 1,200 shares of Common Stock and
Sameh Fahmy owns 3,000 shares of Common Stock.
IMPORTANT INFORMATION AND WHERE TO FIND IT
ANCORA ALTERNATIVES STRONGLY ADVISES ALL SHAREHOLDERS OF NORFOLK
SOUTHERN TO READ THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS OR
SUPPLEMENTS TO SUCH PROXY STATEMENT, THE DEFINITIVE PROXY
STATEMENT, AND OTHER PROXY MATERIALS FILED BY ANCORA ALTERNATIVES
AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON
THE SEC’S WEBSITE AT WWW.SEC.GOV. THE DEFINITIVE PROXY STATEMENT,
WHEN FILED, AND OTHER RELEVANT DOCUMENTS, WILL ALSO BE AVAILABLE ON
WWW.MOVENSCFORWARD.COM AND THE SEC WEBSITE, FREE OF CHARGE, OR BY
DIRECTING A REQUEST TO THE PARTICIPANTS’ PROXY SOLICITOR, D.F. KING
& CO., INC., 48 WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK
10005 (SHAREHOLDERS CAN CALL TOLL-FREE: +1 (866) 227-7300).
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240307029957/en/
Longacre Square Partners Joe Germani / Charlotte Kiaie,
646-386-0091 MoveNSCForward@longacresquare.com D.F. King & Co.,
Inc. Edward McCarthy 212-229-2634 MoveNSCForward@dfking.com
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