Clearly demonstrates Ancora's nominees are NOT independent and are
beholden ONLY to Ancora, not all
shareholders
Ancora is in
violation of the Railway Labor Act, attempting to undermine the
company's bargaining process
ATLANTA, April 29,
2024 /PRNewswire/ -- Norfolk Southern Corporation
(NYSE: NSC) Monday issued the following statement after being made
aware that Ancora Holdings LLC (Ancora) has, without any authority or
authorization, negotiated and signed a memorandum of understanding
with The Brotherhood of Locomotive Engineers and Trainmen (BLET), a
division of the International Brotherhood of Teamsters. This
unauthorized agreement purports to offer specific concessions by
Norfolk Southern to the BLET in exchange for the BLET's support of
Ancora's attempt to gain control
of the company's board.
Ancora, a
shareholder in Norfolk Southern with no authority whatsoever to
enter into any current or future binding agreement on behalf of the
company, has negotiated and signed a memorandum of understanding
with the BLET that commits its director nominees to future actions
if they gain control of the board. Ancora's actions are a blatant attempt to buy
votes through backdoor deals to take control of the company. This
desperate effort by Ancora, if
successful, provides concessions to the BLET that limit operational
flexibility and destroy significant value for the
company.
Aside from violating the Railway Labor Act rules
that grant exclusive negotiating authority to representatives of
Norfolk Southern, Ancora has
demonstrated that its own nominees are not independent and are
beholden only to Ancora. Clearly,
Ancora is willing to take any
steps to get its nominees elected to the board, including making
unauthorized commitments to Norfolk Southern's employee unions to
cover up its own management candidates' abhorrent track record with
labor.
Together with our unions, Norfolk Southern has
made significant progress to create a safer, more productive
railroad. Unions representing the majority of our craft workers
have publicly supported our strategy and raised concerns about the
dangers of Ancora's plan. We
remain focused on responsibly improving our operational
performance, employees' quality of life and working environment. In
contrast, Ancora is misleading
shareholders and employees with false promises and unauthorized
financial commitments that would destroy shareholder value.
For additional information, please visit
VoteNorfolkSouthern.com.
About Norfolk Southern
Since 1827, Norfolk Southern
Corporation (NYSE: NSC) and its predecessor companies have safely
moved the goods and materials that drive the U.S. economy. Today,
it operates a customer-centric and operations-driven freight
transportation network. Committed to furthering sustainability,
Norfolk Southern helps its customers avoid approximately 15 million
tons of yearly carbon emissions by shipping via rail. Its dedicated
team members deliver more than 7 million carloads annually, from
agriculture to consumer goods, and Norfolk Southern originates more
automotive traffic than any other Class I Railroad. Norfolk
Southern also has the most extensive intermodal network in the
eastern U.S. It serves a majority of the country's population and
manufacturing base, with connections to every major container port
on the Atlantic coast as well as major ports in the Gulf of Mexico and Great Lakes. Learn more by
visiting www.NorfolkSouthern.com.
Important Additional Information
The Company has filed a definitive proxy statement (the "2024
Proxy Statement") on Schedule 14A and a WHITE proxy card with the
Securities and Exchange Commission (the "SEC") in connection with
the solicitation of proxies for its 2024 Annual Meeting of
Shareholders (the "2024 Annual Meeting"). SHAREHOLDERS ARE STRONGLY
ADVISED TO READ THE COMPANY'S 2024 PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), THE WHITE PROXY CARD AND ANY
OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may
obtain a free copy of the 2024 Proxy Statement, any amendments or
supplements to the 2024 Proxy Statement and other documents that
the Company files with the SEC from the SEC's website at
www.sec.gov or the Company's website at
https://norfolksouthern.investorroom.com as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
Certain Information Concerning Participants
The Company, its directors and certain of its executive officers
and employees may be deemed participants in the solicitation of
proxies from shareholders in connection with the matters to be
considered at the 2024 Annual Meeting. Information regarding the
direct and indirect interests, by security holdings or otherwise,
of the persons who may, under the rules of the SEC, be considered
participants in the solicitation of shareholders in connection with
the 2024 Annual Meeting is included in Norfolk Southern's 2024
Proxy Statement, filed with the SEC on March
20, 2024. To the extent holdings by our directors and
executive officers of Norfolk Southern securities reported in the
2024 Proxy Statement for the 2024 Annual Meeting have changed, such
changes have been or will be reflected on Statements of Change of
Ownership on Forms 3, 4 or 5 filed with the SEC. These documents
are available free of charge as described above.
Cautionary Statement on Forward-Looking Statements
Certain statements in this communication are "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, as amended.
These statements relate to future events or our future financial
performance, including statements relating to our ability to
execute on our strategic plan and our 2024 Annual Meeting and
involve known and unknown risks, uncertainties, and other factors
that may cause our actual results, levels of activity, performance,
or our achievements or those of our industry to be materially
different from those expressed or implied by any forward-looking
statements. In some cases, forward-looking statements may be
identified by the use of words like "may," "will," "could,"
"would," "should," "expect," "plan," "anticipate," "intend,"
"believe," "estimate," "project," "consider," "predict,"
"potential," "feel," or other comparable terminology. The Company
has based these forward-looking statements on its current
expectations, assumptions, estimates, beliefs, and projections.
While the Company believes these expectations, assumptions,
estimates, and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks
and uncertainties, many of which involve factors or circumstances
that are beyond the Company's control. These and other important
factors, including those discussed under "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2023, as well as the Company's
subsequent filings with the SEC, may cause actual results,
performance, or achievements to differ materially from those
expressed or implied by these forward-looking statements. The
forward-looking statements herein are made only as of the date they
were first issued, and unless otherwise required by applicable
securities laws, the Company disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
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SOURCE Norfolk Southern Corporation