Additional Proxy Soliciting Materials (definitive) (defa14a)
22 March 2017 - 11:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other
than the Registrant
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CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule
14a-12
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Norfolk Southern Corporation
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX):
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No fee
required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
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1)
Title of each class of securities to which transaction
applies:
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2)
Aggregate number of securities to which transaction applies:
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3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4)
Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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Fee paid previously with
preliminary materials:
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing.
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1)
Amount previously paid:
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2)
Form, Schedule or Registration Statement No.:
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3)
Filing Party:
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4) Date
Filed:
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Important Notice Regarding the Availability
of Proxy Materials for the Shareholder Meeting
to Be Held on May 11, 2017
NORFOLK SOUTHERN
CORPORATION
MEETING INFORMATION:
May 11, 2017 at 8:30 A.M., Eastern Daylight
Time
at the Hilton Norfolk The Main, 100 East Main Street, Norfolk,
Virginia
COMPANY
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ACCOUNT
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CONTROL
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This communication presents only an overview of the more
complete proxy materials that are available to you on the Internet or by mail. We encourage you to access and review all of the
important information contained in the proxy materials before voting.
If you want to receive a paper or e-mail copy of the proxy
materials you must request one. There is no charge to you for requesting a copy. To facilitate timely delivery please make the
request as instructed below before 05/01/17.
Please visit
http://www.astproxyportal.com/ast/17278/, where the following materials are
available for view:
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Notice of Annual Meeting of
Shareholders
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Proxy Statement
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Form of Electronic Proxy
Card
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Annual Report on Form
10-K
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TO REQUEST PAPER OR
E-MAIL COPY:
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TELEPHONE: 888-Proxy-NA (888-776-9962) 718-921-8562 (for
international callers)
E-MAIL: info@amstock.com
WEBSITE:
https://us.astfinancial.com/proxyservices/requestmaterials.asp
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TO VOTE:
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ONLINE:
To access
your online proxy card, please visit
www voteproxy com
and follow
the on-screen instructions or scan the QR code with your smartphone. You
may enter your voting instructions at www.voteproxy.com up until 11:59 PM
Eastern Time the day before the cut-off or meeting date.
IN PERSON:
You may vote your shares in person by attending the
Annual Meeting. Please review the Voting and Proxies section of the Proxy
Statement for related requirements for meeting attendance.
TELEPHONE:
To vote by telephone, please visit
www.voteproxy.com
to view the materials and to obtain the toll free number to
call.
MAIL:
You may request a card by following the instructions
above.
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1. ELECTION OF THIRTEEN DIRECTORS.
1.1. Thomas D. Bell, Jr.
1.2. Erskine B. Bowles
1.3. Robert A. Bradway
1.4. Wesley G. Bush
1.5. Daniel A. Carp
1.6. Mitchell E. Daniels, Jr.
1.7. Marcela E. Donadio
1.8. Steven F. Leer
1.9. Michael D. Lockhart
1.10 Amy E. Miles
1.11 Martin H. Nesbitt
1.12 James A. Squires
1.13 John R.
Thompson
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Ratification of the
appointment of KPMG LLP, independent registered public accounting firm, as
Norfolk Southerns independent auditors for the year ending December 31,
2017.
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Approval of advisory resolution on
executive compensation, as disclosed in the proxy statement for the 2017
Annual Meeting of Shareholders.
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Frequency of advisory resolution on
executive compensation, every one, two, or three years.
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In addition, in their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS
A VOTE FOR THE FOLLOWING ITEMS 1 - 3: THE BOARD OF DIRECTORS RECOMMENDS
A VOTE OF ONE YEAR ON ITEM 4.
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Please note that you cannot use
this notice to vote by mail.
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