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, 2019 (May 9, 2019)
________________________________
http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12903855&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)
 
 
 
 
 
Norfolk Southern Corporation Common Stock (Par Value $1.00)
NSC
New York Stock Exchange
Title of each class
Trading Symbol(s)
Name of each exchange on which registered

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

Norfolk Southern Corporation (the “Corporation”) held its Annual Meeting of Shareholders on May 9, 2019.

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

 
Votes For
Votes Against
Abstentions
Broker
Non-Votes
Thomas D. Bell, Jr.
192,872,771
2,006,025
467,240
40,325,643
Daniel A. Carp
188,112,086
6,790,992
442,958
40,325,643
Mitchell E. Daniels, Jr.
192,723,900
2,136,672
485,464
40,325,643
Marcela E. Donadio
193,210,025
1,682,190
453,821
40,325,643
Thomas C. Kelleher
192,999,920
1,838,638
507,478
40,325,643
Steven F. Leer
186,480,878
8,441,607
423,551
40,325,643
Michael D. Lockhart
190,618,892
4,256,581
470,563
40,325,643
Amy E. Miles
192,933,339
1,946,000
466,697
40,325,643
Jennifer F. Scanlon
192,644,156
2,274,087
427,793
40,325,643
James A. Squires
184,861,932
9,660,864
823,240
40,325,643
John R. Thompson
192,910,946
1,964,962
470,128
40,325,643


Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
Shareholders ratified the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for 2019, by the following count:

Votes For
 
Votes Against
 
Abstentions
227,134,348
 
8,102,033
 
435,298


Proposal 3 – Advisory Resolution on 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
182,151,274
 
12,096,726
 
1,098,036
 
40,325,643


Proposal 4 – Shareholder Proposal Regarding Simple Majority Vote



Shareholders approved a shareholder proposal regarding simple majority vote, by the following count:

Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
134,875,264
 
58,033,434
 
2,437,338
 
40,325,643

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, 2019