Urges shareholders to vote "FOR" ONLY Norfolk
Southern's nominees on the WHITE proxy card today
ATLANTA, March 26,
2024 /PRNewswire/ -- Norfolk Southern Corporation
(NYSE: NSC) today issued the following statement highlighting the
strength of its board of directors and its track record of
thoughtful refreshment:
Norfolk Southern's board is composed of industry
leaders with the specific skills needed to oversee our strategy,
drive sustainable value, and hold management accountable. Our board
members have significant, complementary, and diverse expertise,
including rail transportation, operations, finance, regulatory and
governmental relations, safety, sustainability, cybersecurity, and
other relevant skills to continue the board's effective,
independent oversight.
The board embraces change and feedback from
investors to ensure alignment with shareholders' best interests.
Indeed, the board has led a thoughtful and comprehensive
refreshment process to ensure it is best positioned to hold
management accountable and deliver results for shareholders. This
includes appointing six new directors in the past five years. The
board most recently nominated Richard
Anderson, former CEO of Delta and Amtrak, and Mary Kathryn
"Heidi" Heitkamp, former U.S. Senator and rail safety advocate.
As a result of its ongoing refreshment process,
Norfolk Southern has assembled a board comprising leaders who
represent the best of their respective industries:
-
- Admiral Philip Davidson (retired
four-star Admiral in the U.S. Navy);
- Francesca DeBiase (former EVP
and global chief supply chain officer at McDonald's
Corporation);
- Marcela Donadio (former audit
partner and Americas Oil and Gas sector leader at Ernst &
Young);
- John Huffard, Jr. (seasoned technology and cybersecurity
executive with over two decades of experience as co-founder of
Tenable Holdings, Inc.);
- Christopher Jones (former
corporate VP and president of the technology services sector of
Northrop Grumman Corporation);
- Colm Kelleher (Chairman of the
Board of UBS Group AG and former president of Morgan Stanley);
- Amy Miles, independent chair of
the board (former CEO of Regal Entertainment Group);
- Claude Mongeau (renowned railroad executive and former CEO
of Canadian National);
- Jennifer Scanlon (current CEO of UL Solutions Inc., a
leading global safety science organization, and former CEO of USG
Corporation);
- Alan Shaw (Norfolk Southern's
president and CEO responsible for developing and implementing our
balanced strategy, and who previously served as EVP and CMO
and VP, Intermodal Operations); and
- John Thompson (former senior
executive and director at multiple customer-facing publicly traded
companies, including Best Buy Co., Inc.).
It is this cohort of extremely talented and
experienced directors that Ancora would have shareholders dismantle
and replace with inferior nominees who the board has determined
lack the necessary qualifications to serve on the board. They are
being put forward solely as part of Ancora's campaign to remove
management and take control of the board to implement Ancora's
ill-conceived and reckless strategy. Ancora's attempt is not only
unwarranted, it would introduce significant risk to our strategy
and result in value destruction for our shareholders.
Your Vote is Important
We strongly urge you vote for the entire slate of 13 highly
qualified and experienced Norfolk Southern director nominees.
Your vote is extremely important, no matter how many shares you
own. Please use the enclosed WHITE proxy card to vote ONLY
FOR Norfolk Southern's 13 nominees today.
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!
In the coming weeks, Norfolk Southern will continue to provide
updates on how our strategy can deliver substantial incremental
shareholder value. We encourage you to visit
VoteNorfolkSouthern.com to learn more.
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 preliminary proxy statement
on Schedule 14A containing a form of 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"). The proxy statement is in
preliminary form and Norfolk Southern intends to file and mail a
definitive proxy statement (the "2024 Proxy Statement") to
shareholders of Norfolk Southern. 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 preliminary proxy statement, 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 the Company's preliminary proxy statement for the 2024 Annual
Meeting, filed with the SEC on February 26,
2024, and will be included in Norfolk Southern's 2024 Proxy
Statement, once available. To the extent holdings by our directors
and executive officers of Norfolk Southern securities reported in
the preliminary 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 regarding
our COO transition and our ability to execute on our strategic
plan, 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.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/norfolk-southern-highlights-strengths-of-its-highly-qualified-board-302099992.html
SOURCE Norfolk Southern Corporation