Current Report Filing (8-k)
March 24 2020 - 6:59AM
Edgar (US Regulatory)
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12-31
0000702165
2020-03-23
2020-03-23
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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):
March 24, 2020 (March 23,
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 Number)
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Three
Commercial Place
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757-629-2680
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Norfolk,
Virginia
23510-9241
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(Registrant's telephone
number, including area code)
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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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Bylaw Amendment
On March 23, 2020, the Board of Directors of Norfolk Southern Corporation
(the “Corporation”) amended Article I – Sections 3 and 4 of the Bylaws to allow for shareholder meetings to
be held remotely, effective March 23, 2020. The amended Bylaws are attached hereto as 3(ii).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are furnished as part of this Current Report
on Form 8-K:
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: March 24, 2020
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