Ohio-based Ancora Holdings Group, LLC (collectively with its
affiliates, “Ancora” or “we”), which owns a large equity stake in
Norfolk Southern Corporation (NYSE: NSC) (“Norfolk Southern” or the
“Company”), today issued the below statement regarding the
Company’s latest derailment. As a reminder, we recently announced
the nomination of eight highly qualified, independent candidates
(the “Investor Slate”) for election to the Company’s Board of
Directors (the “Board”) at the 2024 Annual Meeting of Shareholders.
In addition, we announced a proposed management team that includes
transportation network leader Jim Barber, Jr. as Chief Executive
Officer and lifelong railroad operator and turnaround expert Jamie
Boychuk as Chief Operating Officer. To learn more, visit
www.MoveNSCForward.com.
“We hope the crew and everyone in Lower Saucon Township are
unharmed by yet another derailment of a Norfolk Southern train.
Although our fiduciary obligation is to pursue optimal returns for
the pensions, family offices and other clients who entrust us with
their capital, nothing takes precedence over the health and
well-being of individuals and communities. Our proposed slate and
management team are unanimous in their view that Norfolk Southern
must become a safer and more reliable railroad before it can ever
reach its full potential. Following this latest derailment, we call
for the immediate termination of CEO Alan Shaw and stand ready to
engage with the Company about an orderly reconstitution of the
Board and a transition to capable management with a track record of
actually delivering on safety commitments.
It is all too common for people to see in the news that a
Norfolk Southern train is at the center of a derailment or
tragedy.1 It is only by the grace of God that preliminary reports
indicate no fatalities are associated with this accident. Images of
diesel-filled locomotives lying on their sides underscore the
urgent need to replace the Company’s failed executive leadership
and provide this railroad the fresh start it so desperately
needs.
This latest incident, which follows other accidents and the
tragic death of an engineer this year, has resulted in two
locomotives tumbling down a riverbank just 50 miles outside of
Philadelphia and 85 miles outside of New York City. A derailment of
this nature could cause fuel to leak into the river and nearby
soil, resulting in health risks for communities who drink from this
water and inviting investigations from state and federal
governments. American Rivers, a non-profit, states that the Lehigh
River supports the drinking water supply of 15 million people.2 A
derailment like this could also hurt near-term service quality on
an extremely busy line that connects major cities. This latest
chapter in a series of accidents, which have been downplayed by
Norfolk Southern, leads us to believe that it is only a matter of
time before Mr. Shaw’s approach results in another wholesale
disaster like the one in East Palestine, Ohio.
This comes days after the Board arrogantly promoted management’s
safety record and revealed a 37% year-over-year raise in total
compensation for Mr. Shaw, resulting in pay of roughly $13.4
million. It also follows the Board’s sustained efforts to poison
the well and peddle misinformation about our safety commitments to
regulators, shippers, labor and the media. An incident like this,
which is drawing national news coverage and resulting in more
embarrassment for the railroad, should put an end to the Board’s
unsustainable efforts to save a tainted CEO with no long-term
future.3 How can anyone defend this?”
About Ancora
Founded in 2003, Ancora Holdings Group, LLC offers integrated
investment advisory, wealth management, retirement plan services
and insurance solutions to individuals and institutions across the
United States. The firm is a long-term supporter of union labor and
has a history of working with union groups and public pension plans
to deliver long-term value. Ancora’s comprehensive service offering
is complemented by a dedicated team that has the breadth of
expertise and operational structure of a global institution, with
the responsiveness and flexibility of a boutique firm. For more
information about Ancora, please visit https://ancora.net.
Advisors
Cadwalader, Wickersham & Taft LLP is serving as legal
advisor, with Longacre Square Partners LLC serving as
communications and strategy advisor and D.F. King & Co., Inc.
serving as proxy solicitor.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information herein contains “forward-looking statements.”
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as “may,” “will,”
“expects,” “believes,” “anticipates,” “plans,” “estimates,”
“projects,” “potential,” “targets,” “forecasts,” “seeks,” “could,”
“should” or the negative of such terms or other variations on such
terms or comparable terminology. Similarly, statements that
describe our objectives, plans or goals are forward-looking.
Forward-looking statements are subject to various risks and
uncertainties and assumptions. There can be no assurance that any
idea or assumption herein is, or will be proven, correct. If one or
more of the risks or uncertainties materialize, or if the
underlying assumptions of Ancora (defined below) or any of the
other participants in the proxy solicitation described herein prove
to be incorrect, the actual results may vary materially from
outcomes indicated by these statements. Accordingly,
forward-looking statements should not be regarded as a
representation by Ancora that the future plans, estimates or
expectations contemplated will ever be achieved. You should not
rely upon forward-looking statements as a prediction of actual
results and actual results may vary materially from what is
expressed in or indicated by the forward-looking statements. Except
to the extent required by applicable law, neither Ancora nor any
participant will undertake and specifically declines any obligation
to disclose the results of any revisions that may be made to any
projected results or forward-looking statements herein to reflect
events or circumstances after the date of such projected results or
statements or to reflect the occurrence of anticipated or
unanticipated events. Certain statements and information included
herein have been sourced from third parties. Ancora does not make
any representations regarding the accuracy, completeness or
timeliness of such third party statements or information. Except as
may be expressly set forth herein, permission to cite such
statements or information has neither been sought nor obtained from
such third parties. Any such statements or information should not
be viewed as an indication of support from such third parties for
the views expressed herein.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Ancora Alternatives LLC (“Ancora Alternatives”) and the other
Participants (as defined below) intend to file a preliminary proxy
statement and accompanying BLUE universal proxy card (the “Proxy
Statement”) with the Securities and Exchange Commission (the “SEC”)
to be used to solicit proxies for, among other matters, the
election of its slate of director nominees at the 2024 annual
meeting of shareholders (the “2024 Annual Meeting”) of Norfolk
Southern Corporation, a Virginia corporation (“Norfolk Southern” or
the “Corporation”).
The participants in the proxy solicitation are currently
anticipated to be Ancora Catalyst Institutional, LP (“Ancora”),
Ancora Merlin Institutional, LP, (“Ancora Merlin Institutional”),
Ancora Merlin, LP (“Ancora Merlin”), Ancora Catalyst, LP (“Ancora
Catalyst”), Ancora Bellator Fund, LP (“Ancora Bellator”), Ancora
Impact Fund LP Series AA (“Ancora Impact AA”) and Ancora Impact
Fund LP Series BB (“Ancora Impact BB”) (each of which is a series
fund within Ancora Impact Fund LP) (Ancora, Ancora Merlin
Institutional, Ancora Merlin, Ancora Catalyst, Ancora Bellator,
Ancora Impact AA and Ancora Impact BB, collectively, the “Ancora
Funds”), Ancora Advisors, LLC (“Ancora Advisors”), The Ancora Group
LLC (“Ancora Group”), Ancora Family Wealth Advisors, LLC (“Ancora
Family Wealth”), Inverness Holdings LLC (“Inverness Holdings”),
Ancora Alternatives, Ancora Holdings Group, LLC (“Ancora Holdings”)
and Frederick DiSanto (collectively, the “Ancora Parties”); and
Betsy Atkins, James Barber, Jr., William Clyburn, Jr., Nelda
Connors, Sameh Fahmy, John Kasich, Gilbert Lamphere and Allison
Landry (the “Ancora Nominees” and, collectively with the Ancora
Parties, the “Participants”).
Ancora Alternatives, as the general partner and investment
manager of each of the Ancora Funds and as the investment manager
of the Ancora Alternatives separately managed accounts (each, an
“SMA”) may be deemed to beneficially own in the aggregate 913,180
shares of Common Stock (of which 830,380 shares of Common Stock are
directly and beneficially owned by the Ancora Funds, including the
123,500 shares of Common Stock underlying 1,235 American call
options held directly and beneficially in aggregate by the Ancora
Funds, and of which 82,800 shares of Common Stock are held
indirectly and beneficially by the Ancora Alternatives SMAs).
Ancora Advisors, as the investment advisor to the SMA of Ancora
Advisors, may be deemed to beneficially own all of the 270 shares
of Common Stock held in the Ancora Advisors SMA. Ancora Group, as
the sole member of Ancora Advisors, may be deemed to beneficially
own all of the 270 shares of Common Stock held in the Ancora
Advisors SMA. Ancora Family Wealth, as the investment advisor to
the Ancora Family Wealth SMAs, may be deemed to beneficially own
all of the 9,847.28 shares of Common Stock held in the Ancora
Family Wealth SMAs. Inverness Holdings, as the sole member of
Ancora Family Wealth, may be deemed to beneficially own all of the
9,847.28 shares of Common Stock held in the Ancora Family Wealth
SMAs. Ancora, as the sole member of each of Ancora Alternatives,
Ancora Group and Inverness Holdings, may be deemed to beneficially
own in the aggregate 923,297.28 shares of Common Stock held by the
Ancora Funds (including the 123,500 shares of Common Stock
underlying 1,235 American call options), the Ancora Alternatives
SMAs, the Ancora Advisors SMA and the Ancora Family Wealth SMAs.
Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora,
may be deemed to beneficially own in the aggregate 923,297.28
shares of Common Stock held by the Ancora Funds (including the
123,500 shares of Common Stock underlying 1,235 American call
options), the Ancora Alternatives SMAs, the Ancora Advisors SMA and
the Ancora Family Wealth SMAs. The Ancora Parties beneficially own
923,297.28 shares of Common Stock in the aggregate (including the
123,500 shares of Common Stock underlying 1,235 American call
options). Gilbert Lamphere owns 1,200 shares of Common Stock and
Sameh Fahmy owns 3,000 shares of Common Stock.
IMPORTANT INFORMATION AND WHERE TO FIND IT
Ancora strongly advises all shareholders of Norfolk Southern to
read the preliminary proxy statement, any amendments or supplements
to such proxy statement, the definitive proxy statement, and other
proxy materials filed by Ancora as they become available because
they will contain important information. Such proxy materials will
be available at no charge on the SEC’s website at www.sec.gov. In
addition, the participants in this proxy solicitation will provide
copies of the proxy statement without charge, when available, upon
request. Requests for copies should be directed to the
participants’ proxy solicitor.
1 Freight Waves, “NTSB investigating after Norfolk Southern
worker killed,” February 2, 2024 and Associated Press, “10 cars of
cargo train carrying cooking oil and plastic pellets derail. Two
land in New York river,” February 8, 2024 and 13 News Now, “9 train
cars derailed at Norfolk’s Lamberts Point terminal, Norfolk
Southern says,” February 7, 2024. 2
https://www.americanrivers.org/media-item/lehigh-river-named-among-americas-most-endangered-rivers-of-2023/#:~:text=The%20river%20is%20a%20direct,water%20supply%20of%2015%20million.
3 The New York Times, “Freight Cars Derail Along Lehigh River in
Pennsylvania,” March 2, 2024.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240302388946/en/
Longacre Square Partners Joe Germani / Charlotte Kiaie,
646-386-0091 MoveNSCForward@longacresquare.com
D.F. King & Co., Inc. Edward McCarthy 212-229-2634
MoveNSCForward@dfking.com
Norfolk Southern (NYSE:NSC)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Norfolk Southern (NYSE:NSC)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024