8-KLeadership ChangesRegulation FDExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Executive Changes (Jan 27, 2025)

Filed January 27, 2025For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) announced a significant development on January 27, 2025, with the election of Lori J. Ryerkerk to its Board of Directors. This appointment is a direct outcome of the Cooperation Agreement entered into with Ancora Catalyst Institutional, LP and its affiliates on November 13, 2024. The agreement stipulated the mutual identification and appointment of an independent director candidate, a process that has now resulted in Ms. Ryerkerk's addition to the board. Ms. Ryerkerk has also been appointed to the Human Capital Management and Compensation, and Governance and Nominating Committees, indicating a focus on key strategic areas. Investors should note that Ms. Ryerkerk's nomination will be included in the company's slate for the 2025 annual meeting of shareholders, suggesting a move towards board refreshment and potentially addressing shareholder concerns raised by the Ancora Parties. There are no disclosed related-party transactions, and her compensation will be consistent with other non-management directors.

Key Highlights

  • 1Lori J. Ryerkerk appointed to Norfolk Southern's Board of Directors.
  • 2Appointment is a result of the November 13, 2024 Cooperation Agreement with Ancora Catalyst Institutional, LP.
  • 3Ms. Ryerkerk will serve on the Human Capital Management and Compensation Committee.
  • 4Ms. Ryerkerk will serve on the Governance and Nominating Committee.
  • 5Ms. Ryerkerk will be included in the company's director nominee slate for the 2025 annual meeting.
  • 6No related-party transactions or arrangements requiring disclosure were identified for Ms. Ryerkerk.
  • 7Ms. Ryerkerk's compensation will align with that of other non-management directors.

Frequently Asked Questions