8-KLeadership Changes

NORFOLK SOUTHERN CORP 8-K Report, Executive Changes (Jul 20, 2023)

Filed July 20, 2023For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) announced on July 19, 2023, the election of two new directors to its Board: Philip S. Davidson and Francesca A. DeBiase. This move, effective July 18, 2023, brings new expertise to the board, with Mr. Davidson joining the Finance and Risk Management Committee and the Safety Committee, and Ms. DeBiase being appointed to the Audit Committee and the Governance and Nominating Committee. These appointments are routine and do not involve any undisclosed arrangements or transactions requiring disclosure. Both new directors will receive standard compensation for their service, consistent with other non-management directors, including a prorated equity grant. Investors should view these additions as a normal refreshment of the board's composition, intended to bring diverse perspectives to the company's governance and strategic oversight.

Key Highlights

  • 1Norfolk Southern Corporation (NSC) elected two new Directors to its Board: Philip S. Davidson and Francesca A. DeBiase.
  • 2The new directors were elected on July 19, 2023, with the event date being July 18, 2023.
  • 3Philip S. Davidson has been appointed to the Finance and Risk Management Committee and the Safety Committee.
  • 4Francesca A. DeBiase has been appointed to the Audit Committee and the Governance and Nominating Committee.
  • 5There are no undisclosed arrangements or transactions between the new directors and Norfolk Southern requiring Regulation S-K Item 404(a) disclosure.
  • 6New directors will receive compensation consistent with other non-management directors, including a prorated annual equity grant.

Frequently Asked Questions

Norfolk Southern Corporation elected Philip S. Davidson and Francesca A. DeBiase as new directors to its Board.

Philip S. Davidson will serve on the Finance and Risk Management Committee and the Safety Committee. Francesca A. DeBiase will serve on the Audit Committee and the Governance and Nominating Committee.

No, the filing states there were no arrangements or understandings between the new directors and any other person regarding their election, and no transactions that would require disclosure under Item 404(a) of Regulation S-K.

The new directors will receive the same compensation for board service as other non-management directors, including a prorated portion of the $180,000 annual equity grant based on the remainder of the year.