Summary
This filing is an amendment (8-K/A) to a previous Form 8-K filed by Norfolk Southern Corporation (NSC) on November 25, 2009. The primary purpose of this amendment, filed on January 29, 2010, is to correct and supplement disclosures regarding the 2010 Long-Term Incentive Plan award grant and expiration dates. The Compensation Committee of the Board of Directors adjusted the award date for the 2010 awards to January 29, 2010, aligning it with the first day of the permitted trading window following the company's earnings release on January 27, 2010, and ensuring it occurs after a full trading day has passed post-release. For investors, this amendment clarifies the mechanics and timing of executive compensation awards under the Long-Term Incentive Plan. While the core intent of the incentive plan remains, the precise dates for granting and pricing these awards have been updated to comply with internal practices and potentially regulatory considerations related to insider trading windows. The attached exhibits detail the revised forms of these 2010 award agreements for both outside directors and other executives.
Key Highlights
- 1Amendment to a prior Form 8-K filed on November 25, 2009, regarding the 2010 Long-Term Incentive Plan.
- 2Correction of award grant and expiration dates for the 2010 Long-Term Incentive Plan awards.
- 3The Compensation Committee revised the award date for 2010 awards to January 29, 2010.
- 4The revised award date is the first day of the permitted executive trading window following the company's January 27, 2010, earnings release.
- 5This ensures awards are priced after a full trading day has elapsed post-earnings announcement.
- 6Exhibits include the revised Form of 2010 Award Agreement for Outside Directors and the Form of 2010 Award Agreement for other executives.
- 7No fundamental changes to the incentive plan itself, only adjustments to specific award timing.