8-KLeadership ChangesCorporate ChangesExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Executive Changes (Feb 25, 2008)

Filed February 25, 2008For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on February 25, 2008, reporting key changes to its Board of Directors and corporate bylaws. Notably, the board size was increased from nine to ten members to accommodate the election of Karen N. Horn as a new director. Ms. Horn brings a wealth of experience from her background in banking and finance, including roles at Brock Capital Group, Marsh, Inc., Bankers Trust Company, and as President of the Federal Reserve Bank of Cleveland. Her appointment is effective immediately, and she has been assigned to the Governance and Nominating Committee and the Finance Committee.

Key Highlights

  • 1Jane Margaret O'Brien resigned from the Board of Directors effective January 31, 2008.
  • 2Karen N. Horn was elected to the Board of Directors on February 25, 2008, effective immediately.
  • 3The Board of Directors amended the corporate bylaws to increase the size of the board from 9 to 10 members.
  • 4Karen N. Horn was appointed to the Governance and Nominating Committee and the Finance Committee.
  • 5Ms. Horn has extensive experience in financial services, including executive roles at Brock Capital Group, Marsh, Inc., and the Federal Reserve Bank of Cleveland.
  • 6Norfolk Southern confirmed no undisclosed arrangements or transactions requiring disclosure under Item 404(a) of Regulation S-K with Ms. Horn.
  • 7Ms. Horn received a grant of 3,000 shares of restricted stock under the Directors' Restricted Stock Plan upon her election.

Frequently Asked Questions

Jane Margaret O'Brien resigned as a member of Norfolk Southern's Board of Directors, with her resignation being effective January 31, 2008.

Karen N. Horn was elected as the new director. She has a distinguished career in finance, holding positions such as Senior Managing Director of Brock Capital Group, President of Private Client Services at Marsh, Inc., and previously served as President of the Federal Reserve Bank of Cleveland and chair/CEO of Bank One, Cleveland, N.A.

The Board of Directors amended the company's bylaws to increase the number of directors from 9 to 10, creating a vacancy that was filled by the election of Karen N. Horn.

Upon her election, Ms. Horn received a grant of 3,000 shares of restricted stock under the Norfolk Southern Corporation Directors' Restricted Stock Plan. These shares are subject to a restriction period ending upon her death, disability, or retirement, and may be forfeited if certain plan terms are not met.