Who is Thomas D. Bell, Jr. and what is his background?

Thomas D. Bell, Jr. is a 60-year-old individual who brings a diverse executive background. He was the Chairman of SecurAmerica LLC, and previously served as Chairman and CEO of Cousins Properties. His experience also includes leadership roles at Young and Rubicam Inc., Gulfstream Aerospace Corporation, Ball Corporation, the Center for Naval Analysis, and the Hudson Institute.

Are there any potential conflicts of interest with Mr. Bell's directorship?

The filing disclosed two potential relationships. Mr. Bell is a 12.5% equity owner of Mother Nature Network, a company that provided advertising services to Norfolk Southern in 2009 for $300,000, though this contract was not renewed for 2010. Additionally, Mr. Bell is a Director of AGL Resources, a company from which Norfolk Southern purchases natural gas and with which it has reciprocal service and right-of-way agreements. These transactions were disclosed, and it is expected that these business dealings with AGL will continue.

What does it mean for Norfolk Southern to declassify its Board of Directors?

Declassifying the board means that all directors will stand for election by shareholders annually. Currently, many boards are 'classified,' meaning only a portion of the directors are up for election each year. A declassified board is generally seen as a corporate governance best practice, allowing shareholders to have a more direct say in the composition of the board each year.

How will Mr. Bell be compensated as a director?

Upon election, Mr. Bell received a grant of 3,000 restricted shares of Norfolk Southern stock, which have voting and dividend rights but are subject to a restriction period before they can be sold. He will also receive compensation consistent with that provided to all other non-employee directors, as detailed in the company's proxy statement.

NSC 8-K: Leadership Changes & Corporate Changes

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on January 29, 2010, primarily announcing a significant change in its corporate governance structure. The Board of Directors elected Thomas D. Bell, Jr. as a new director, effective January 26, 2010, and appointed him to the Audit and Compensation Committees starting March 1, 2010. This election also necessitated an increase in the total number of directors from 11 to 12, achieved through an amendment to the company's bylaws on January 25, 2010. Furthermore, the company announced its intention to declassify its Board of Directors, a move that will require shareholder approval. This initiative involves a pending bylaw amendment, subject to shareholder approval of a corresponding amendment to the Articles of Incorporation at the next Annual Meeting. This strategic shift towards a declassified board aims to align with modern corporate governance practices and enhance shareholder representation.

Key Highlights

1Thomas D. Bell, Jr. elected as a new director to the Board of Directors, effective January 26, 2010.
2Mr. Bell appointed to the Audit Committee and Compensation Committee, effective March 1, 2010.
3Board size increased from 11 to 12 directors through a bylaw amendment dated January 25, 2010.
4Norfolk Southern is seeking to declassify its Board of Directors, a move subject to shareholder approval.
5A pending bylaw amendment aims to remove board classification, requiring shareholder approval of an amendment to the Articles of Incorporation.
6Mr. Bell received a grant of 3,000 restricted shares upon election to the Board, subject to a restriction period.

NORFOLK SOUTHERN CORP 8-K Report, Executive Changes (Jan 29, 2010)

Summary

Key Highlights

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