Current Report Filing (8-k)
February 24 2020 - 4:22PM
Edgar (US Regulatory)
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2020-02-21
2020-02-21
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 24, 2020 (February 21,
2020)
________________________________
NORFOLK
SOUTHERN CORPORATION
(Exact name of registrant as specified in its
charter)
______________________________________
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Virginia
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1-8339
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52-1188014
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Three Commercial Place
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757-629-2680
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Norfolk,
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Virginia
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(Registrant’s telephone number,
including area code)
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23510-2191
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(Address of principal executive offices, including zip code)
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No Change
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol
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Name of each exchange
on which registered
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Norfolk Southern Corporation Common Stock (Par Value $1.00)
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NSC
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New York Stock Exchange
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of New Directors
On February 24, 2020, Norfolk Southern Corporation
issued a Press Release, attached hereto as Exhibit 99.1, announcing that the Board of Directors elected John C. Huffard, Jr. and
Christopher T. Jones to be directors of Norfolk Southern Corporation, effective February 21, 2020. The Board of Directors appointed
Mr. Huffard to the Compensation Committee and the Finance and Risk Management Committee and Mr. Jones to the Audit Committee and
the Governance and Nominating Committee.
There was no arrangement or understanding between either Mr.
Huffard or Mr. Jones and any other person pursuant to which they were elected as a director of Norfolk Southern. There
are no transactions between either Mr. Huffard or Mr. Jones and the Corporation that would require disclosure under Item 404(a)
of Regulation S-K.
No material plan, contract or arrangement (written or otherwise)
to which either Mr. Huffard or Mr. Jones is a party or a participant was entered into or materially amended in connection with
their joining the Board of Directors, and neither Mr. Huffard nor Mr. Jones received any grant or award or any modification thereto,
under any such plan, contract or arrangement in connection with such event.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this Current Report
on Form 8-K:
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Exhibit Number
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Description
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99.1
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Press Release
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL
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Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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SIGNATURES
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NORFOLK SOUTHERN CORPORATION
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(Registrant)
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/s/ Denise W. Hutson
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Name: Denise W. Hutson
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Title: Corporate Secretary
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Date: February 24, 2020
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