8-KLeadership ChangesShareholder Matters

NORFOLK SOUTHERN CORP 8-K Report, Executive Changes (May 13, 2011)

Filed May 13, 2011For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K report on May 13, 2011, detailing key events from its Annual Meeting of Shareholders held on May 12, 2011. The report primarily focuses on changes to the Board of Directors and shareholder voting outcomes on several important matters. Two directors, Landon Hilliard and Gene R. Carter, retired from the board in accordance with the company's governance guidelines. The meeting also saw the election of directors and shareholder ratification of KPMG LLP as the independent auditor for 2011. Furthermore, shareholders voted on executive compensation, approving it on an advisory basis, and also voted on the frequency of future advisory votes on executive compensation. The results indicated a preference for annual advisory votes on executive compensation, which the Board of Directors has decided to implement. These decisions are significant for governance and transparency, providing insights into shareholder sentiment regarding leadership and compensation practices.

Key Highlights

  • 1Two directors, Landon Hilliard and Gene R. Carter, retired from the Norfolk Southern Board of Directors, effective May 12, 2011.
  • 2The company's Annual Meeting of Shareholders was held on May 12, 2011, where new directors were elected to the Board.
  • 3Shareholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2011.
  • 4The compensation of the Company's Named Executive Officers was approved by shareholders on an advisory basis.
  • 5Shareholders voted in favor of holding an annual advisory vote on executive compensation.
  • 6The Board of Directors will implement annual advisory votes on executive compensation, following shareholder preference.

Frequently Asked Questions

Landon Hilliard and Gene R. Carter retired from the Norfolk Southern Board of Directors in accordance with the company's Corporate Governance Guidelines, which mandate retirement effective the date of the annual meeting that follows the director's 72nd birthday.

Shareholders ratified the appointment of KPMG LLP as Norfolk Southern's independent registered public accounting firm for 2011. The vote was overwhelmingly in favor, with 291,704,168 votes for, 3,432,895 against, and 754,029 abstentions.

Shareholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers. There were 237,735,673 votes for approval, 13,284,567 votes against, and 2,256,367 abstentions.

Following the shareholder vote, which showed a preference for annual advisory votes, Norfolk Southern's Board of Directors has decided to hold an annual advisory vote on the compensation of named executive officers until the next required vote on frequency, which occurs every six years.