Document

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):
May 14, 2018 (May 10, 2018)
________________________________
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12251868&doc=2
NORFOLK SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
______________________________________

Virginia
1-8339
52-1188014
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification Number)
 
 
 
Three Commercial Place
 
757-629-2680
Norfolk, Virginia 
23510-9241
 
(Registrant's telephone number, including area code)
(Address of principal executive offices)
 
 

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))


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 or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 10, 2018, Mr. Erskine B. Bowles retired from the Norfolk Southern Board of Directors pursuant to Norfolk Southern Corporation’s Corporate Governance Guidelines, which mandate retirement effective the date of the Annual Meeting of Shareholders that next follows the date of the director’s 72nd birthday.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Norfolk Southern Corporation (the “Corporation”) held its Annual Meeting of Shareholders on May 10, 2018.

Proposal 1 – Election of Directors
Shareholders elected the following directors to serve a term of one year, by the following count:

 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Thomas D. Bell, Jr.
202,182,629
1,607,630
379,566
40,595,608
Wesley G. Bush
202,149,385
1,634,718
385,722
40,595,608
Daniel A. Carp
200,041,917
3,766,795
361,113
40,595,608
Mitchell E. Daniels, Jr.
201,887,728
1,648,737
633,360
40,595,608
Marcela E. Donadio
202,033,518
1,548,643
587,664
40,595,608
Steven F. Leer
195,564,149
7,038,886
1,566,790
40,595,608
Michael D. Lockhart
202,001,562
1,790,631
377,632
40,595,608
Amy E. Miles
202,232,406
1,584,881
352,538
40,595,608
Martin H. Nesbitt
201,661,679
2,093,859
414,287
40,595,608
Jennifer F. Scanlon
201,564,087
2,290,888
314,850
40,595,608
James A. Squires
196,929,698
6,553,495
686,632
40,595,608
John R. Thompson
202,214,426
1,531,230
424,169
40,595,608

Proposal 2 – Ratification of Appointment of KPMG LLP for 2018
Shareholders ratified the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for 2018, by the following count:

Votes For
 
Votes Against
 
Abstentions
239,804,226
 
4,464,259
 
496,948




Proposal 3 – Advisory Vote to Approve Executive Compensation (“Say on Pay”)
Shareholders approved, on an advisory basis, the compensation of the Corporation’s Named Executive Officers, by the following count:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
194,136,724
 
8,830,307
 
1,202,794
 
40,595,608

Proposal 4 – Shareholder Proposal Regarding Right to Act by Written Consent
Shareholders did not approve a shareholder proposal regarding the right to act by written consent, by the following count:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
85,404,674
 
117,089,640
 
1,675,511
 
40,595,608


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.

SIGNATURES
NORFOLK SOUTHERN CORPORATION
(Registrant)


/s/ Denise W. Hutson        
Name:  Denise W. Hutson
Title:    Corporate Secretary
Date:  May 14, 2018