8-KLeadership ChangesExhibits & Filings

NORFOLK SOUTHERN CORP 8-K Report, Executive Changes (Sep 29, 2025)

Filed September 29, 2025For Securities:NSC

Summary

Norfolk Southern Corporation (NSC) filed an 8-K report on September 28, 2025, detailing actions taken by its Compensation and Talent Management Committee. The primary focus of the filing is the approval of one-time cash retention awards for the company's named executive officers. These awards are part of a previously established Transaction Bonus Program, implemented due to the heightened retention risk among the executive team following the announcement of the proposed merger with Union Pacific Corporation. The awards are designed to ensure stability, maintain leadership continuity, and incentivize executives to remain focused on Norfolk Southern's business and the successful completion of the merger. The report specifies the individual award amounts for key executives, totaling significant sums, and outlines a vesting schedule tied to continued employment and the consummation of the merger. This move underscores the company's strategic effort to navigate the complexities of the pending acquisition by securing its leadership through substantial financial incentives.

Key Highlights

  • 1Norfolk Southern approved one-time cash retention awards for named executive officers on September 23, 2025.
  • 2These awards are part of a Transaction Bonus Program designed to mitigate executive retention risk during the Union Pacific merger.
  • 3The program aims to ensure leadership stability and continuity throughout the merger process.
  • 4Specific award amounts range from $2,000,000 to $4,000,000 for individual named executive officers.
  • 5Awards vest in three installments: 25% on April 28, 2026, 25% on January 28, 2027, and 50% upon the merger's closing.
  • 6Provisions exist for accelerated vesting in the event of termination without cause before closing or a specific 'Termination' event after closing.

Frequently Asked Questions

Norfolk Southern is issuing these retention awards to named executive officers as a measure to mitigate the risk of key executives leaving the company during the uncertainty and transition period associated with the proposed merger with Union Pacific. The company aims to ensure leadership stability and continuity, and to incentivize executives to remain focused on both ongoing business operations and the successful completion of the merger.

The filing specifies individual award amounts for the named executive officers. Mark R. George is set to receive $4,000,000, Jason A. Zampi $2,250,000, John F. Orr $3,000,000, Claude E. Elkins $2,000,000, and Anil Bhatt $2,000,000. The total value of these awards is approximately $13,250,000.

The retention awards vest in three installments. 25% of the award will vest on April 28, 2026, another 25% will vest on January 28, 2027, and the remaining 50% will vest upon the successful consummation of the merger with Union Pacific. Continued employment through each vesting date is a requirement, unless specific termination conditions are met.

Yes, the awards include provisions for accelerated vesting. If a named executive officer experiences a termination of employment without 'cause' prior to the merger closing, or a 'Termination' as defined in their Change in Control Agreement on or after the closing, the portion of the award associated with the next vesting date (if any) will immediately vest upon such termination.