Summary
Norfolk Southern Corporation (NSC) filed an 8-K on March 28, 2017, primarily detailing changes to its Board of Directors and corporate bylaws. Robert Bradway, a Board member since September 2016, informed the company he would not seek re-election due to prior commitments. This decision, confirmed by the Board on March 27, 2017, will result in his departure from the Board at the upcoming 2017 annual meeting of shareholders. In response to Mr. Bradway's departure and in accordance with the company's bylaws, the Board of Directors approved an amendment to reduce the size of the Board from thirteen to twelve directors, effective upon the election of directors at the annual meeting. This filing is important for investors to note as it signals a change in board composition and governance structure, although the reasons cited for Mr. Bradway's departure are professional and not performance-related.
Key Highlights
- 1Director Robert Bradway will not stand for re-election at the 2017 annual meeting of shareholders.
- 2Mr. Bradway's decision not to seek re-election was communicated in September 2016 and finalized on March 23, 2017.
- 3The Board of Directors confirmed Mr. Bradway's departure on March 27, 2017.
- 4The company's Board of Directors has amended its bylaws to decrease the number of directors from thirteen to twelve.
- 5This reduction in board size is effective as of the election of Directors at the 2017 annual meeting.
- 6The amended bylaws are filed as an exhibit to this report.