8-K/AMaterial AgreementsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K/A Report, Material Agreement (Dec 17, 2008)

Filed December 17, 2008For Securities:NSC

Summary

This filing is an amendment (8-K/A) to a previous 8-K report filed on November 26, 2008, by Norfolk Southern Corporation. The primary purpose of this amendment is to correct specific dates related to the Form of 2009 Award under the company's Long-Term Incentive Plan. The original filing contained an incorrect award grant date and option expiration date due to reliance on an inaccurate date for a Board of Directors' meeting. The corrected dates are now aligned with the company's established practice. The Board of Directors' meeting is scheduled for January 27, 2009. Consequently, the award grant date for the 2009 Long-Term Incentive Plan has been corrected to January 29, 2009, and the corresponding option expiration date is now January 28, 2019. All other information from the previous filing, including the performance criteria for executive bonuses, remains unchanged.

Key Highlights

  • 1Amendment to a previous 8-K filing regarding the 2009 Long-Term Incentive Plan awards.
  • 2Correction of the award grant date from an earlier, incorrect date to January 29, 2009.
  • 3Correction of the option expiration date for the 2009 awards to January 28, 2019.
  • 4The corrections are due to an incorrect assumed date for the January 2009 Board of Directors' meeting, now confirmed for January 27, 2009.
  • 5The award date follows the company's practice of being the first day of a permitted trading window after the Board meeting and earnings release.
  • 6Performance criteria for executive bonuses payable in 2010 (for the 2009 incentive year) include pretax net income (37.5%), operating ratio (37.5%), and a composite of operational performance measures (25%).
  • 7This 8-K/A supersedes the original 8-K filed on November 26, 2008, in its entirety.

Frequently Asked Questions

The main purpose of this 8-K/A filing is to amend a previous 8-K report by correcting the award grant date and option expiration date within the Form of 2009 Award under Norfolk Southern's Long-Term Incentive Plan. These corrections were necessary due to an administrative error regarding the date of an upcoming Board of Directors' meeting.

The corrected award grant date is January 29, 2009, and the corrected option expiration date is January 28, 2019. These dates are now in line with the company's practice following the January 27, 2009 Board of Directors' meeting.

No, this amendment specifically addresses dating errors in the incentive plan awards. The performance criteria for bonuses payable in 2010 for the 2009 incentive year remain unchanged, with 37.5% based on pretax net income, 37.5% on operating ratio, and 25% on a composite of operational performance measures.

Yes, this Form 8-K/A supersedes and replaces the Form 8-K that was furnished on November 26, 2008, in its entirety.