UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM
________________________________
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,
2021 (
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(Exact name of registrant as specified in its charter)
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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).
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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.
The Corporation held its Annual Meeting of Shareholders on May 13, 2021.
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. | 184,283,683 | 4,583,363 | 461,695 | 30,934,574 |
Mitchell E. Daniels, Jr. | 177,303,911 | 9,894,777 | 2,130,053 | 30,934,574 |
Marcela E. Donadio | 187,353,279 | 1,447,795 | 527,667 | 30,934,574 |
John C. Huffard, Jr. | 187,668,757 | 1,183,976 | 476,008 | 30,934,574 |
Christopher T. Jones | 185,115,704 | 3,739,819 | 473,218 | 30,934,574 |
Thomas C. Kelleher | 187,085,381 | 1,781,626 | 461,734 | 30,934,574 |
Steven F. Leer | 177,020,994 | 11,837,936 | 469,811 | 30,934,574 |
Michael D. Lockhart | 182,957,498 | 5,907,296 | 463,947 | 30,934,574 |
Amy E. Miles | 185,798,115 | 3,050,241 | 480,385 | 30,934,574 |
Claude Mongeau | 187,538,198 | 1,334,398 | 456,145 | 30,934,574 |
Jennifer F. Scanlon | 186,040,946 | 2,854,886 | 432,909 | 30,934,574 |
James A. Squires | 175,795,551 | 12,975,300 | 557,890 | 30,934,574 |
John R. Thompson | 183,391,061 | 5,382,619 | 555,061 | 30,934,574 |
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 2021, by the following count:
Votes For | Votes Against | Abstentions | ||
209,426,479 | 10,376,424 | 460,412 |
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 | |||
174,155,549 | 13,479,501 | 1,693,691 | 30,934,574 |
Proposal 4 – Shareholder Proposal Regarding Revisions to Ownership Requirements for Proxy Access
Shareholders did not approve a shareholder proposal regarding revisions to the ownership requirements for proxy access, by the following count:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
57,745,003 | 130,273,457 | 1,310,281 | 30,934,574 |
Proposal 5 – Shareholder Proposal Regarding a Report on Lobbying Activity Alignment with the Paris Climate Agreement
Shareholders approved a shareholder proposal regarding a report on lobbying activity alignment with the Paris Climate Agreement, by the following count:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
143,817,090 | 44,333,194 | 1,178,457 | 30,934,574 |
SIGNATURES
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.
NORFOLK SOUTHERN CORPORATION | ||
(Registrant) | ||
/s/ Denise W. Hutson | ||
Name: Denise W. Hutson | ||
Title: Corporate Secretary |
Date: May 14, 2021