8-KShareholder Matters

NORFOLK SOUTHERN CORP 8-K Report, Shareholder Vote Results (May 15, 2012)

Filed May 15, 2012For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K on May 15, 2012, reporting the outcomes of its Annual Meeting of Shareholders held on May 10, 2012. The primary focus of the filing is the election of directors and the ratification of the company's independent auditor. All incumbent directors proposed for re-election received overwhelming support from shareholders, indicating strong confidence in the current board's leadership and governance. Additionally, the appointment of KPMG LLP as the independent registered public accounting firm for 2012 was overwhelmingly ratified, assuring continued financial oversight and audit integrity for the upcoming fiscal year.

Key Highlights

  • 1Annual Shareholders Meeting held on May 10, 2012.
  • 2All nominated directors were elected to the Board of Directors with significant 'FOR' votes.
  • 3Gerald L. Baliles received 225,607,649 'FOR' votes.
  • 4Robert A. Bradway, Wesley G. Bush, Michael D. Lockhart, and J. Paul Reason received very high 'FOR' votes, indicating strong shareholder support.
  • 5KPMG LLP was ratified as Norfolk Southern's independent registered public accounting firm for 2012 with strong shareholder approval.
  • 6Shareholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers.

Frequently Asked Questions

This 8-K filing reports the results of Norfolk Southern Corporation's Annual Meeting of Shareholders held on May 10, 2012. It details the election of directors and the shareholder vote on the ratification of the independent auditor and executive compensation.

Yes, all individuals nominated for the Board of Directors were elected. The voting results show a substantial majority of 'FOR' votes for each director, indicating strong shareholder confidence in the current board.

KPMG LLP was ratified by the shareholders as Norfolk Southern's independent registered public accounting firm for 2012.

Shareholders approved the compensation of the Company's Named Executive Officers on an advisory basis, with a significant majority voting in favor of the Say-on-Pay proposal.