Additional Proxy Soliciting Materials (definitive) (defa14a)
March 27 2020 - 8:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934 (Amendment No.)
Filed
by the Registrant x
|
|
|
|
Filed
by a Party other than the Registrant o
|
|
|
|
Check
the appropriate box:
|
|
|
|
o
Preliminary Proxy Statement
|
|
o
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
|
o
Definitive Proxy Statement
|
|
x
Definitive Additional Materials
|
|
o
Soliciting Material Pursuant to §240.14a-12
|
Norfolk
Southern Corporation
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
|
x
|
|
No
fee required.
|
o
|
|
Fee
computed on table below per Exchange Act Rules 14a-6(i) and 0-11.
|
|
(1)
|
Title
of each class of securities to which transaction applies:
|
|
(2)
|
Aggregate
number of securities to which transaction applies:
|
|
(3)
|
Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11(set forth the amount on which
the filing fee is calculated and state how it was determined).
|
|
(4)
|
Proposed
maximum aggregate value of transaction:
|
|
(5)
|
Total
fee paid:
|
o
|
|
Fee
paid previously with preliminary materials.
|
o
|
|
Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration number, or on the Form or Schedule and the date of its
filing.
|
|
(1)
|
Amount
previously paid:
|
|
(2)
|
Form,
Schedule or Registration Statement No.:
|
|
(3)
|
Filing
Party:
|
|
(4)
|
Date
Filed:
|
***
Exercise Your Right to Vote ***
Important
Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 14, 2020.
|
|
|
NORFOLK
SOUTHERN CORPORATION
|
Meeting
Information
|
|
Meeting
Type: Annual Meeting
|
|
For
holders as of: March 6, 2020
|
|
Date:
May 14, 2020 Time: 8:30 A.M. EDT
|
|
Location:
|
Meeting live
via the Internet-please visit
www.virtualshareholdermeeting.com/NSC2020
|
|
The company will be
hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit
www.virtualshareholdermeeting.com/NSC2020 and be sure to have the information that is printed in the box marked by the arrow
→ XXXX XXXX XXXX XXXX (located on the following page).
|
|
|
|
NORFOLK
SOUTHERN CORPORATION
ATTN: JOSEPH C. WOLFE
THREE COMMERCIAL PLACE
NORFOLK, VA 23510
|
You
are receiving this communication because you hold shares in
the company named above.
This
is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the
more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com
or easily request a paper copy (see reverse side).
We encourage you to access
and review all of the important information contained in the proxy materials before voting.
|
|
|
|
See
the reverse side of this notice to obtain proxy materials and voting instructions.
|
D02664-P36324-Z76584
How to Access
the Proxy Materials
|
|
|
|
|
|
|
|
|
|
Proxy
Materials Available to VIEW or RECEIVE:
1. NOTICE AND PROXY STATEMENT 2. ANNUAL REPORT
How to View Online:
|
|
|
Have the information that is
printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (located on the following page)
and visit: www.proxyvote.com.
|
|
|
How
to Request and Receive a PAPER or E-MAIL Copy:
If you
want to receive a paper or e-mail copy of these documents and the form of proxy, you must request one. There is NO charge
for requesting a copy. Please choose one of the following methods to make your request:
|
|
|
|
1) BY
INTERNET:
|
www.proxyvote.com
|
|
|
|
2) BY
TELEPHONE:
|
1-800-579-1639
|
|
|
|
3) BY
E-MAIL*:
|
sendmaterial@proxyvote.com
|
|
|
*
If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the
arrow → XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
|
|
|
Requests,
instructions, and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make
the request as instructed above on or before April 30, 2020, to facilitate timely delivery.
|
|
Please Choose
One of the Following Voting Methods
|
|
|
|
|
|
Vote
By Internet:
|
|
|
Before
The Meeting:
|
|
|
Go
to www.proxyvote.com. Have the information that is printed in the box marked by the
arrow → XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
|
|
|
During
The Meeting:
|
|
|
Go
to www.virtualshareholdermeeting.com/NSC2020. Have the information that is printed in the box marked by the arrow →
XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
|
|
|
Vote
By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
|
|
D02665-P36324-Z76584
The Board of Directors recommends
you vote
FOR items 1-4:
|
|
|
1.
|
Election of Directors
|
|
|
|
|
Nominees:
|
|
|
|
|
1a.
|
Thomas D. Bell, Jr.
|
|
|
|
|
1b.
|
Mitchell E. Daniels, Jr.
|
|
|
|
|
1c.
|
Marcela E. Donadio
|
|
|
|
|
1d.
|
John C. Huffard, Jr.
|
|
|
|
|
1e.
|
Christopher T. Jones
|
|
|
|
|
1f.
|
Thomas C. Kelleher
|
|
|
|
|
1g.
|
Steven F. Leer
|
|
|
|
|
1h.
|
Michael D. Lockhart
|
|
|
|
|
1i.
|
Amy E. Miles
|
|
|
|
|
1j.
|
Claude Mongeau
|
|
|
|
|
1k.
|
Jennifer F. Scanlon
|
|
|
|
|
1l.
|
James A. Squires
|
|
|
|
|
1m.
|
John R. Thompson
|
|
|
|
The
Board of Directors recommends you vote FOR items 1-4:
|
|
|
2.
|
Approval
of proposed amendments to the Corporation's Amended and Restated Articles of Incorporation (“Articles”):
|
|
|
|
|
2a.
|
Amendment
of voting standard to amend the Articles
|
|
|
|
|
2b.
|
Approval
of simple majority voting standard to approve a merger, share exchange, conversion, sale, or dissolution of the Corporation
|
|
|
|
|
2c.
|
Approval
of majority voting standard to approve re-domestication of the Corporation and affiliated transactions
|
|
|
3.
|
Ratification
of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors
for the year ending December 31, 2020
|
|
|
4.
|
Approval
of the advisory resolution on executive compensation, as disclosed in the proxy statement for the 2020 Annual Meeting of Shareholders
|
|
The
Board of Directors recommends you vote AGAINST item 5:
|
|
|
5.
|
A
shareholder proposal regarding the right to act by written consent, if properly presented at the meeting
|
|
|
NOTE:
In addition, in their
discretion, the proxies are authorized to vote upon such other business as may properly
come before the meeting.
|
D02666-P36324-Z76584
D02667-P36324-Z76584
Norfolk Southern (NYSE:NSC)
Historical Stock Chart
From Aug 2024 to Sep 2024
Norfolk Southern (NYSE:NSC)
Historical Stock Chart
From Sep 2023 to Sep 2024