Current Report Filing (8-k)
17 May 2022 - 6:58AM
Edgar (US Regulatory)
0000702165
false
0000702165
2022-05-12
2022-05-12
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 8-K
________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): May 16, 2022 (May 12,
2022)
________________________________
NORFOLK
SOUTHERN CORPORATION
(Exact name of registrant as specified in its
charter)
______________________________________
Virginia |
1-8339 |
52-1188014 |
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS
Employer Identification Number) |
650 West Peachtree Street NW |
|
Atlanta, Georgia
30308-1925 |
(855) 667-3655 |
(Address of principal
executive offices, including zip code) |
(Registrant’s telephone
number, including area code) |
No Change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange
on which registered |
Norfolk Southern Corporation
Common Stock (Par Value $1.00) |
|
NSC |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Corporation held its Annual Meeting of Shareholders on May 12, 2022.
Proposal 1 – Election of Directors
Shareholders elected the following directors to serve for a one-year term,
by the following count:
|
Votes For |
Votes Against |
Abstentions |
Broker
Non-Votes |
Thomas D. Bell, Jr. |
170,251,472 |
4,925,302 |
470,540 |
30,633,005 |
Mitchell E. Daniels, Jr. |
158,383,802 |
16,061,674 |
1,201,838 |
30,633,005 |
Marcela E. Donadio |
170,377,435 |
4,969,068 |
300,811 |
30,633,005 |
John C. Huffard, Jr. |
173,882,460 |
1,391,427 |
373,427 |
30,633,005 |
Christopher T. Jones |
169,590,755 |
5,503,277 |
553,282 |
30,633,005 |
Thomas C. Kelleher |
173,360,578 |
1,919,020 |
367,716 |
30,633,005 |
Steven F. Leer |
150,124,373 |
24,978,046 |
544,895 |
30,633,005 |
Michael D. Lockhart |
168,070,918 |
7,131,172 |
445,224 |
30,633,005 |
Amy E. Miles |
168,468,702 |
6,689,620 |
488,992 |
30,633,005 |
Claude Mongeau |
172,571,823 |
2,715,162 |
360,329 |
30,633,005 |
Jennifer F. Scanlon |
170,069,811 |
5,091,089 |
486,414 |
30,633,005 |
Alan H. Shaw |
172,616,473 |
2,686,160 |
344,681 |
30,633,005 |
James A. Squires |
171,424,430 |
3,840,622 |
382,262 |
30,633,005 |
John R. Thompson |
167,564,994 |
7,528,015 |
554,305 |
30,633,005 |
Proposal 2 – Ratification of Appointment of Independent Registered
Public Accounting Firm
Shareholders ratified the appointment of KPMG LLP as the Corporation’s
independent registered public accounting firm for 2022, by the following count:
Votes For |
|
Votes Against |
|
Abstentions |
192,763,410 |
|
13,204,669 |
|
312,240 |
Proposal 3 – Advisory Resolution on Executive Compensation (“Say
on Pay”)
Shareholders approved, on an advisory basis, the compensation of the Corporation’s
Named Executive Officers, by the following count:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
161,866,924 |
|
12,887,467 |
|
892,923 |
|
30,633,005 |
Proposal 4 – Shareholder Proposal Regarding Reducing the Percentage
of Shareholders Required to Call a Special Meeting
Shareholders did not approve a shareholder proposal regarding reducing
the percentage of shareholders required to call a special meeting, by the following count:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
78,309,431 |
|
96,519,130 |
|
818,753 |
|
30,633,005 |
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
|
NORFOLK SOUTHERN CORPORATION |
|
(Registrant) |
|
|
|
|
|
|
|
/s/ Denise W. Hutson |
|
Name: Denise W. Hutson |
|
Title: Corporate Secretary |
Date: May 16, 2022
Norfolk Southern (NYSE:NSC)
Historical Stock Chart
From Apr 2024 to May 2024
Norfolk Southern (NYSE:NSC)
Historical Stock Chart
From May 2023 to May 2024