ATLANTA, Nov. 14,
2024 /PRNewswire/ -- Norfolk Southern
Corporation (NYSE: NSC) ("Norfolk Southern" or the "Company") today
announced that it has entered into a cooperation agreement with
Ancora Holdings Group, LLC (together with certain of its
affiliates, "Ancora") after constructive engagement. Under the
terms of the agreement, Norfolk Southern and Ancora will work
together to identify an independent director to join the Company's
Board of Directors (the "Board"). The addition of the new director,
who is expected to enhance the Board's gender diversity and
executive leadership experience, will expand Norfolk Southern's
Board to 14 members, including 13 independent members.
"We are making meaningful progress on key operational metrics,
as evidenced by our strong third quarter 2024 results in which we
drove productivity, grew volumes, and delivered notable margin
improvement. Our strategy is unlocking the full value of the
business for shareholders, customers, communities, and employees,"
said Mark George, chief executive
officer of Norfolk Southern. "I am confident that together with
Ancora we will find the right independent director to join our
Board and support our team as we continue to build on the positive
momentum that is underway at Norfolk Southern."
Frederick D. DiSanto, Chairman
and Chief Executive Officer of Ancora, and James Chadwick, President of Ancora Alternatives
LLC, added, "In our view, it's a new day at Norfolk Southern
following Board refreshment, management enhancements, and new
leadership's efforts to establish a disciplined and operationally
led network. The Company's focus on governance and its overall
progress is further evidenced by the Board's decisive action with
respect to its internal investigation, which we are told has been
thorough and wide ranging. The Norfolk Southern of today is on the
right track, and we look forward to continuing to support Mark and
John's go-forward actions to drive enhanced value for shareholders
and all other stakeholders."
Pursuant to the cooperation agreement, Ancora has agreed to
withdraw its nomination of four director candidates for election at
the Norfolk Southern 2025 Annual Meeting of Shareholders (the "2025
Annual Meeting"). Ancora has also agreed to vote in accordance with
the Board's recommendations in connection with any vote of Norfolk
Southern shareholders, including at the 2025 Annual Meeting, and to
a standstill provision. The full agreement will be filed on a Form
8-K with the Securities and Exchange Commission.
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. 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.
Cautionary Statement on Forward-Looking Statements
Certain statements in this press release 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, such as the composition
of our Board or our 2025 Annual Meeting, or our future financial
performance and involve known and unknown risks, uncertainties, and
other factors that may cause the outcomes, 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,"
"anticipate," "believe," "project," or other comparable
terminology. While the Company has based these forward-looking
statements on those expectations, assumptions, estimates, beliefs,
and projections it views as 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, including but not limited
to: (i) the Company's ability to successfully implement its
operational and productivity initiatives; (ii) changes in domestic
or international economic, political or business conditions,
including those affecting the transportation industry; (iii)
natural events such as severe weather conditions; (iv) the outcome
of claims, litigation, and governmental proceedings involving or
affecting the Company, including those with respect to
the Eastern Ohio incident; and (v) the nature and extent
of the Company's environmental remediation obligations with respect
to the Eastern Ohio incident. 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
