8-K/AShareholder Matters

NORFOLK SOUTHERN CORP 8-K/A Report, Shareholder Vote Results (Oct 25, 2012)

Filed October 25, 2012For Securities:NSC

Summary

This filing is an amendment to a previous Form 8-K, correcting a minor error in the reported vote count for the appointment of KPMG LLP as Norfolk Southern Corporation's independent registered public accounting firm for 2012. The amendment clarifies that shareholders overwhelmingly ratified KPMG LLP's appointment, with a corrected vote count of 273,398,669 for, 3,331,562 against, and 705,434 abstentions. The filing also reiterates the election results for the Board of Directors and the advisory vote on executive compensation from the May 10, 2012 Annual Meeting of Shareholders. Investors should note that this is a corrective filing and does not introduce new material events.

Key Highlights

  • 1Amendment corrects a transposition error in the previously reported vote count for the appointment of KPMG LLP as the independent registered public accounting firm.
  • 2Shareholders overwhelmingly ratified the appointment of KPMG LLP with a corrected vote of 273,398,669 in favor.
  • 3The filing confirms the election of all directors nominated by the company, with substantial 'FOR' votes across all nominees.
  • 4Shareholders approved, on an advisory basis, the compensation of the Named Executive Officers.
  • 5The amendment does not disclose any new material events or changes in the company's business operations.
  • 6The filing date of the amendment is October 25, 2012, correcting information from a May 18, 2012 filing concerning the May 10, 2012 Annual Meeting.

Frequently Asked Questions

The primary purpose of this filing is to amend a previously filed Form 8-K to correct a transposition error in the reported number of votes cast by shareholders for the appointment of KPMG LLP as Norfolk Southern Corporation's independent registered public accounting firm for 2012.

No, this filing is purely a corrective amendment. It corrects a specific data point regarding the vote count for the accounting firm and reconfirms previous disclosures about director elections and executive compensation approval from the annual meeting. No new material events are disclosed.

Shareholders ratified the appointment of KPMG LLP with a corrected vote of 273,398,669 in favor, 3,331,562 votes against, and 705,434 abstentions.

Shareholders approved, on an advisory basis, the compensation of Norfolk Southern's Named Executive Officers, with 216,958,959 votes for approval, 14,807,513 votes against, and 1,755,887 abstentions.