Summary
Norfolk Southern Corporation (NSC) filed an amendment to its previous Form 8-K on May 18, 2011, to correct information regarding its Annual Meeting of Shareholders held on May 12, 2011. The primary purpose of the amendment was to clarify that the elected Directors would serve a one-year term. This filing also provides the voting results for the election of directors, the ratification of KPMG LLP as the independent registered public accounting firm, and advisory votes on executive compensation and the frequency of such votes. Key takeaways for investors include the overwhelming support for the re-elected directors and the ratification of the auditor. The advisory vote on executive compensation also showed strong shareholder approval. Notably, shareholders indicated a preference for annual advisory votes on executive compensation, which the Board has accepted. The retirement of two long-serving directors, Landon Hilliard and Gene R. Carter, due to age policy is also noted.
Key Highlights
- 1Amendment corrects director term to one year following the May 12, 2011 Annual Meeting of Shareholders.
- 2Two directors, Landon Hilliard and Gene R. Carter, retired from the Board due to the company's age policy.
- 3Gerald L. Baliles, Erskine B. Bowles, Karen N. Horn, and J. Paul Reason were elected to the Board of Directors for one-year terms with strong shareholder support.
- 4Shareholders overwhelmingly ratified the appointment of KPMG LLP as the independent registered public accounting firm for 2011.
- 5An advisory vote on the compensation of Named Executive Officers received significant shareholder approval.
- 6Shareholders voted in favor of holding an annual advisory vote on executive compensation, a preference that the Board has agreed to implement.