Current Report Filing (8-k)
June 02 2020 - 9:02AM
Edgar (US Regulatory)
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2020-06-01
2020-06-01
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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):
Jun 2, 2020 (June 1,
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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Norfolk, Virginia
23510-9241
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757-629-2680
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(Address of principal
executive offices, including zip code)
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(Registrant’s telephone
number, including area 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 of Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Departure of Executive Officer
On June 1, 2020, Norfolk Southern announced the departure of John
Scheib as Executive Vice President and Chief Strategy Officer in connection with leadership and organizational changes. Mr. Scheib’s
employment terminated effective June 1, 2020, and he received severance benefits under the terms of the Norfolk Southern Executive
Severance Plan adopted on May 14, 2020. Norfolk Southern will integrate the strategy and operations functions previously led by
Mr. Scheib into the business and eliminate the position of Executive Vice President and Chief Strategy Officer in connection with
the reorganization.
Item 8.01 Other Events
The Registrant is providing an updated 2018 & 2019 Railway Operating
Revenues Analysis for its revenue commodity groups (“Railway Operating Revenues Analysis”), attached hereto as Exhibit
99.1, which updates 2018 Merchandise major commodity groups as previously filed on April 29, 2020. During the first quarter of
2020, the Registrant re-categorized certain commodities within the Merchandise major commodity groups to better align with how
it internally manages these commodities. The Railway Operating Revenues Analysis re-categorizes these commodities within Merchandise
revenues for full year 2018 and 2019 and each quarter therein to conform to the current categorization and for purposes of comparison
of upcoming quarterly Merchandise revenue to the corresponding periods in 2018 and 2019.
The re-categorization does not have any net impact on previously
reported overall Merchandise revenues or total railway operating revenues for 2018 or 2019.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed 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/ Vanessa Allen Sutherland
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Name: Vanessa Allen Sutherland
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Title: Executive Vice President and Chief Legal Officer
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Date: June 2, 2020
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