8-KLeadership ChangesCorporate Changes

NORFOLK SOUTHERN CORP 8-K Report, Executive Changes (Jul 26, 2011)

Filed July 26, 2011For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on July 26, 2011, primarily to announce two key corporate governance changes. The Board of Directors elected Robert Bradway as a new director, effective July 25, 2011, and appointed him to the Finance and Audit Committees. Mr. Bradway brings significant financial and operational experience from his roles at Amgen and Morgan Stanley, which could be valuable to the company's strategic oversight. In addition, the Board amended the company's Bylaws to increase the size of the Board from 11 to 12 directors, effective immediately. This increase coincides with Mr. Bradway's appointment, suggesting a strategic decision to expand the board's capacity and potentially diversify its expertise. Investors should note these changes as they can influence future strategic decisions and board oversight.

Key Highlights

  • 1Robert Bradway was elected as a new director to the Board of Directors, effective July 25, 2011.
  • 2Mr. Bradway was appointed to serve on both the Finance and Audit Committees of the Board.
  • 3Mr. Bradway brings prior experience as President and COO of Amgen, and as a Managing Director at Morgan Stanley.
  • 4The company's Bylaws were amended to increase the total number of directors on the Board from 11 to 12.
  • 5The increase in board size and Mr. Bradway's appointment are effective immediately as of July 25, 2011.
  • 6Mr. Bradway received a grant of 3,000 restricted shares upon election, subject to a vesting period.

Frequently Asked Questions

Robert Bradway is a new director elected to Norfolk Southern's Board. He has a strong background in finance and operations, having served as President and Chief Operating Officer of Amgen since May 2010. Prior to Amgen, he held executive financial roles at Amgen and was a Managing Director at Morgan Stanley.

Mr. Bradway has been appointed to serve on the Finance and Audit Committees of Norfolk Southern's Board of Directors.

The Bylaws were amended to increase the number of directors from 11 to 12, effective immediately. This change coincides with the election of Robert Bradway, suggesting a strategic decision to accommodate new expertise and potentially enhance board capacity for oversight and strategic guidance.

Upon his election, Mr. Bradway received a grant of 3,000 restricted shares of Norfolk Southern stock. These shares are subject to a restriction period, during which they cannot be sold, pledged, or otherwise encumbered, ending upon his death or six months after disability or retirement. He will also receive compensation consistent with other non-employee directors.