8-KMaterial AgreementsExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Material Agreement (Nov 25, 2009)

Filed November 25, 2009For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K report on November 25, 2009, detailing actions taken by its Compensation Committee regarding executive compensation for the upcoming year. The committee approved the forms of 2010 award agreements under the Long-Term Incentive Plan, including specific award agreements for outside directors. Furthermore, the report outlines the performance criteria that will be used to determine bonuses payable in 2011 for the 2010 incentive year. These criteria are weighted across pre-tax net income (37.5%), operating ratio (37.5%), and a composite of three transportation service measures (25%), which include adherence to operating plan, connection performance, and train performance. This filing provides insight into how the company plans to incentivize its management team to achieve financial and operational goals.

Key Highlights

  • 1Approval of 2010 Long-Term Incentive Plan Award Agreements by the Compensation Committee.
  • 2Inclusion of specific award agreement forms for outside directors.
  • 3Established performance criteria for 2010 incentive year bonuses, payable in 2011.
  • 4Bonus calculation will be 37.5% based on pre-tax net income.
  • 5Bonus calculation will be 37.5% based on operating ratio.
  • 6Bonus calculation will be 25% based on a composite of three transportation service measures (operating plan adherence, connection performance, train performance).
  • 7The filing indicates a structured approach to executive compensation tied to key financial and operational metrics.

Frequently Asked Questions

The main purpose of this 8-K filing is to report on the approval of the forms of 2010 award agreements under Norfolk Southern's Long-Term Incentive Plan and to disclose the performance criteria used to determine executive bonuses for the 2010 incentive year.

Executive bonuses for the 2010 incentive year will be determined by a weighted formula: 37.5% based on pre-tax net income, 37.5% based on operating ratio, and 25% based on a composite of three transportation service measures (adherence to operating plan, connection performance, and train performance).

Yes, the filing specifically mentions the approval of the 'Form of Norfolk Southern Corporation Long-Term Incentive Plan, 2010 Award Agreement for Outside Directors,' indicating that their compensation under the long-term incentive plan is also addressed.

The company prioritizes pre-tax net income and operating ratio equally (37.5% each) and transportation service quality (25%) for executive compensation, highlighting a balanced focus on profitability, efficiency, and operational execution.