8-KShareholder MattersCorporate ChangesExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Bylaw Amendment (May 14, 2013)

Filed May 14, 2013For Securities:NSC

Summary

This Form 8-K filing from Norfolk Southern Corporation (NSC) on May 14, 2013, primarily details the outcomes of its Annual Meeting of Stockholders held on May 9, 2013. A significant development for investors is the stockholder approval of an amendment to the company's Bylaws. This amendment allows stockholders who collectively hold at least 20% of the voting power of the outstanding common stock to call a special meeting, granting shareholders more direct influence over corporate governance. The filing also confirms the re-election of all directors to the Board and the ratification of KPMG LLP as the independent registered public accounting firm for 2013. Additionally, stockholders provided advisory approval for the compensation of the Named Executive Officers. These outcomes reflect the ongoing governance and operational framework of Norfolk Southern.

Key Highlights

  • 1Stockholders approved an amendment to the Bylaws, empowering holders of at least 20% of voting power to call a special meeting.
  • 2All incumbent directors were re-elected to the Board of Directors.
  • 3KPMG LLP was ratified as Norfolk Southern's independent registered public accounting firm for 2013.
  • 4Stockholders provided advisory approval for the compensation of the Named Executive Officers.
  • 5The amendment to the Bylaws was approved by a significant majority of stockholders.
  • 6The filing confirms the date of the Annual Meeting of Stockholders as May 9, 2013.

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