Summary
Norfolk Southern Corporation (NSC) announced significant changes to its Board of Directors and corporate governance structure via an 8-K filing on February 19, 2013. The company elected two new directors, Martin H. Nesbitt and John R. Thompson, effective February 18, 2013. Mr. Nesbitt brings experience from private equity and real estate investment, while Mr. Thompson has a background in government relations and e-commerce management. Both new directors have been appointed to key board committees, including Audit, reflecting their respective expertise. Concurrently, the company amended its Bylaws to adjust the size of its Board of Directors. Initially, the board size was increased from 13 to 15 directors. However, a subsequent amendment, effective at the 2013 annual meeting, will reduce the board size from 15 to 12 directors, anticipating the retirement of three current board members. These changes signal a strategic refreshment of the board and a planned adjustment to its overall size and composition.
Key Highlights
- 1Norfolk Southern elected two new directors, Martin H. Nesbitt and John R. Thompson, effective February 18, 2013.
- 2Mr. Nesbitt brings experience from private equity (The Vistria Group) and real estate investment, and is a director of Jones Lang LaSalle.
- 3Mr. Thompson has a background in government relations and served as Senior Vice President of BestBuy.com, and is a director of Belk, Inc.
- 4Both new directors were appointed to the Audit Committee; Mr. Nesbitt also joined the Finance Committee, and Mr. Thompson joined the Governance & Nominating Committee.
- 5The company's Bylaws were amended to increase the board size from 13 to 15 directors, effective February 18, 2013.
- 6A subsequent amendment will reduce the board size from 15 to 12 directors, effective at the 2013 annual meeting, due to pending director retirements.
- 7New directors received a grant of 3,000 restricted shares each, subject to a restriction period ending upon death, disability, or retirement.