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ATLANTA, May 9, 2024 /PRNewswire/ -- Norfolk Southern Corporation (NYSE: NSC) announced today that the preliminary vote count of its proxy solicitor indicates that its shareholders have voted to elect 10 of Norfolk Southern's director nominees at the 2024 Annual Meeting of Shareholders, including:
Key Points:
- Norfolk Southern issued the following statement:
We appreciate the support of our shareholders and the valuable perspectives they have shared with us in the months leading up to our Annual Meeting.
- Our shareholders recognize that positive change is underway at Norfolk Southern.
- We will work constructively and collaboratively on behalf of our shareholders unlocking the full potential of our powerful franchise.
- Final results will be reported on a Form 8-K that will be filed with the Securities and Exchange Commission.
Ohio-based Ancora Holdings Group, LLC (collectively with its affiliates, “Ancora” or “we”) today commented on the prospective outcome of Norfolk Southern Corporation’s (NYSE: NSC) (“Norfolk Southern” or the “Company”) 2024 Annual Meeting of Shareholders (the “Annual Meeting”).
Key Points:
- Ohio-based Ancora Holdings Group, LLC (collectively with its affiliates, “Ancora” or “we”) today commented on the prospective outcome of Norfolk Southern Corporation’s (NYSE: NSC) (“Norfolk Southern” or the “Company”) 2024 Annual Meeting of Shareholders (the “Annual Meeting”).
- This means that a majority of Norfolk Southern’s Board will now be comprised of directors nominated or unopposed by Ancora.
- Frederick D. DiSanto, Chairman and Chief Executive Officer of Ancora, and James Chadwick, President of Ancora Alternatives LLC, commented:
“It’s an extremely positive development for shareholders that this campaign has driven significant changes at Norfolk Southern, including the ouster of the Board Chair, Governance Committee Chair and Compensation Committee Chair.
- The first step toward turning around Norfolk Southern has been taken by electing Messrs. Clyburn, Fahmy and Lamphere.
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Boilermaker It’s been inaccurate when Norfolk Southern has suggested in recent days that it has the full support of rail unions.
Key Points:
- It’s been inaccurate when Norfolk Southern has suggested in recent days that it has the full support of rail unions.
- It is equally important to note that many, if not most, of the BLET and the BMWED members at Norfolk Southern are both employees and shareholders.
- These claims overlook key facts, including the following:
The parties are completely confident that they are in compliance with applicable law, including the Railway Labor Act.
- Norfolk Southern’s own counsel wrote to Ancora and acknowledged that memoranda among the parties were not binding on the Company.
ATLANTA, May 6, 2024 /PRNewswire/ -- Norfolk Southern Corporation (NYSE: NSC) Monday shared recent support from multiple key customers, including Lincoln Energy Solutions and Centennial Energy, which underscore that the company's balanced strategy under the decisive leadership of CEO Alan Shaw is taking hold and delivering a safer, more efficient railroad:1
Key Points:
- Centennial Energy President, Elise Maskell, stated: "Centennial Energy wants to reiterate our full support of Alan Shaw and the entire management team at Norfolk Southern.
- Associated Asphalt Partners Director of Sales and Logistics, Daniel Moran, stated: "We at Associated Asphalt are in support of [Alan], your current management at Norfolk Southern and your strategy."
- Norfolk Southern believes all of its 13 nominees are uniquely qualified to oversee the company's strategy, drive long-term shareholder value, and hold management accountable.
- Norfolk Southern strongly urges shareholders to protect their investment from Ancora's outdated, destructive agenda by VOTING the WHITE proxy card FOR ONLY Norfolk Southern's 13 nominees TODAY.
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Management Notably, all three proxy advisory firms also recommend voting AGAINST Norfolk Southern’s proposed executive compensation.
Key Points:
- Notably, all three proxy advisory firms also recommend voting AGAINST Norfolk Southern’s proposed executive compensation.
- All three proxy advisory firms now support significant change at Norfolk Southern.
- If shareholders support a majority change of the Board, they can ensure that operationally proficient management commences a network redesign and properly implements Precision Scheduled Railroading.
- This three-year strategy, which differs greatly from Norfolk Southern’s resilience railroading model, has driven superior service, safety and long-term value at every other publicly-traded Class I rail.
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Management Vote on the BLUE Proxy Card to elect the entire Shareholder Slate at the Annual Meeting.
Key Points:
- Vote on the BLUE Proxy Card to elect the entire Shareholder Slate at the Annual Meeting.
- I appreciate that many of you are evaluating what my colleagues and I have said in recent weeks about moving Norfolk Southern forward.
- Both sides have obviously sent you a lot of information to consider and digest before votes are cast at the Annual Meeting.
- My goal is to bring this same spirit of constructive thinking and teamwork to Norfolk Southern and its boardroom.
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International Brotherhood of Teamsters He made his ungrounded and desperate claims after it became public that positive discussions were held between Ancora nominees with officers of the two Teamsters affiliates.
Key Points:
- He made his ungrounded and desperate claims after it became public that positive discussions were held between Ancora nominees with officers of the two Teamsters affiliates.
- In another act of desperation, Norfolk Southern issued a press release misrepresenting the record of Jim Barber, an Ancora nominee and long-time partner to unions.
- Desperate statements and inconsistent and shifting strategies characterized much of what BLET’s union leaders have heard from Norfolk Southern’s current CEO in recent weeks.
- Alan Shaw’s unfounded attacks this week have further convinced us that we made the correct choice.”
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.
Key Points:
- Ancora's actions are a blatant attempt to buy votes through backdoor deals to take control of 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.
- Together with our unions, Norfolk Southern has made significant progress to create a safer, more productive railroad.
- In contrast, Ancora is misleading shareholders and employees with false promises and unauthorized financial commitments that would destroy shareholder value.
Professional Services,
Trucking,
Transport,
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Supply Chain Management,
Finance,
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Trade,
Brotherhood,
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NSC The Brotherhood of Maintenance of Way Employes Division of the International Brotherhood of Teamsters (“BMWED Teamsters” or “BMWED-IBT”) today reiterated its support for Ancora Holdings Group, LLC’s (“Ancora”) efforts to elect seven director candidates and install Jim Barber at Norfolk Southern Corporation (NYSE: NSC) (“Norfolk Southern” or the “Company”).
Key Points:
- The Brotherhood of Maintenance of Way Employes Division of the International Brotherhood of Teamsters (“BMWED Teamsters” or “BMWED-IBT”) today reiterated its support for Ancora Holdings Group, LLC’s (“Ancora”) efforts to elect seven director candidates and install Jim Barber at Norfolk Southern Corporation (NYSE: NSC) (“Norfolk Southern” or the “Company”).
- Based on our discussions with Ancora director candidate and proposed CEO Jim Barber, the BMWED Teamsters is confident that his leadership would drive necessary changes and improvements to ensure our Norfolk Southern members are protected and succeed on the job.
- Additionally, we are very confident that our members’ concerns will be appropriately and effectively addressed if Jim is helping turn around Norfolk Southern.
- Regrettably, under current CEO Alan Shaw’s leadership, Norfolk Southern’s failure to adequately address significant safety and operations concerns raised by BMWED and others has seriously undermined the railroad.
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Supply Chain Management,
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Canadian Pacific Railway,
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Judgement,
Rail transport by country,
Disclosure,
Management ISS recommends that shareholders elect William Clyburn, Jr., Sameh Fahmy, John Kasich, Gilbert Lamphere and Allison Landry to the Company’s Board of Directors (the “Board”).
Key Points:
- ISS recommends that shareholders elect William Clyburn, Jr., Sameh Fahmy, John Kasich, Gilbert Lamphere and Allison Landry to the Company’s Board of Directors (the “Board”).
- Previously, Glass Lewis recommended shareholders elect six of Ancora’s director candidates, including proposed CEO Jim Barber.
- Notably, both ISS and Glass Lewis recommend AGAINST Norfolk Southern’s proposed executive compensation.
- Miles are in key decision-making roles, we believe the institutional biases that have hindered Norfolk Southern will remain in place and stall value creation.