8-K/AMaterial Agreements

NORFOLK SOUTHERN CORP 8-K/A Report, Material Agreement (Dec 7, 2005)

Filed December 7, 2005For Securities:NSC

Summary

This filing is an amendment to a previous Form 8-K, primarily correcting the effective date of certain Board of Directors' actions. The key information for investors relates to executive compensation and equity incentive plans. Specifically, the Board approved revised annual salaries for key named executive officers, effective January 1, 2006, with the CEO's salary set at $750,000 and other Vice Chairmen receiving $600,000 each. Additionally, the Compensation Committee made changes to the Long-Term Incentive Plan to reduce future expense recognition.

Key Highlights

  • 1Correction of the Board of Directors' action date from November 2 to November 22, 2005.
  • 2Revised annual salaries for named executive officers effective January 1, 2006.
  • 3CEO Charles W. Moorman's annual salary to be $750,000.
  • 4Vice Chairmen L. I. Prillaman, Stephen C. Tobias, and Henry C. Wolf to each receive $600,000 in annual salary.
  • 5Change in the vesting period for stock options granted in 2005 under the Long-Term Incentive Plan from three years to one year.
  • 6The change in vesting period is intended to reduce the expense recognized for these options beginning in 2006.
  • 7Pretax net income and operating ratio adopted as performance criteria for bonuses payable in 2007 for the 2006 incentive year.

Frequently Asked Questions

This filing is an amendment to a prior Form 8-K to correct a clerical error regarding the date of the Board of Directors' actions. The core information remains the same as the original filing.

The Board of Directors approved revised annual salaries for several named executive officers, effective January 1, 2006. The CEO's salary will increase to $750,000, and three Vice Chairmen will receive $600,000 each.

The Compensation Committee shortened the vesting period for stock options granted in 2005 from three years to one year. The company expects this change to reduce the accounting expense it recognizes for these stock options starting in 2006.

For bonuses payable in 2007 related to the 2006 incentive year, the company will use pretax net income and operating ratio as the key performance criteria under its Executive Management Incentive Plan and Management Incentive Plan.