Form 8-K - Current report

NORFOLK SOUTHERN CORP false 0000702165 0000702165 2025-01-27 2025-01-27

 

 

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):

January 27, 2025

 

 

 

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)

 

650 West Peachtree Street NW Atlanta, Georgia 30308-1925		[phone]
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)

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))

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Norfolk Southern Corporation Common Stock (Par Value $1.00)		NSC		New York Stock Exchange

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

 

 

 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of New Directors

On January 27, 2025, the Board of Directors (the “Board”) of Norfolk Southern Corporation (the “Company”) elected Lori J. Ryerkerk to serve as a member of the Board of the Company. The Board of Directors appointed Ms. Ryerkerk to the Company’s Human Capital Management and Compensation and Governance and Nominating Committees.

Ms. Ryerkerk was appointed as a director in connection with the previously announced Cooperation Agreement (the “Cooperation Agreement”), dated November 13, 2024, with Ancora Catalyst Institutional, LP and certain of its affiliates (the “Ancora Parties”). Pursuant to the Cooperation Agreement, the Company and the Ancora Parties agreed to identify and mutually agree upon an independent director candidate for appointment to the Board. Further, pursuant to the Cooperation Agreement, Ms. Ryerkerk will be included in the Company’s slate of director nominees at the Company’s 2025 annual meeting of shareholders.

There was no other arrangement or understanding between Ms. Ryerkerk and any other person pursuant to which she was elected as a director of the Company. There are no transactions between Ms. Ryerkerk and the Company that would require disclosure under Item 404(a) of Regulation S-K.

In connection with her service on the Board, Ms. Ryerkerk will receive the same cash and equity compensation for board service as received by all non-management directors of the Company, consistent with the description under the heading “Compensation of Directors” in the Company’s proxy statement for the 2024 annual meeting of shareholders.

Item 7.01 Regulation FD Disclosure.

On January 27, 2025, the Company issued a press release relating to the Ms. Ryerkerk’s election to the Board, as described in Item 5.02 above. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.

The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
99.1		Press Release, dated January 27, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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/ Jeremy Ballard

Name: Jeremy Ballard Title: Corporate Secretary

Date: January 27, 2025

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

Norfolk Southern names Lori J. Ryerkerk to board of directors

ATLANTA, Jan. 27, 2025 – Norfolk Southern Corporation (NYSE: NSC) has appointed Lori J. Ryerkerk, former chairman, chief executive officer, and president of Celanese Corp., to the Board of Directors (the “Board”). Ryerkerk brings more than three decades of global leadership experience in the energy, manufacturing, and chemical industries. Her appointment expands the Board to 14 members.

“Lori’s extensive experience leading global operations and managing complex supply chain systems is a highly complementary addition to our board,” said Mark George, president and chief executive officer of Norfolk Southern. “Her strong operational acumen and insights as a large rail customer will be tremendous assets as we continue establishing a disciplined and operationally led network to drive long-term growth and deliver exceptional service to our customers and the communities where we operate.”

Claude Mongeau, chair of Norfolk Southern’s board, added: “Lori’s leadership as a public company CEO and her ability to foster a culture of high performance and top-notch execution align perfectly with Norfolk Southern’s strategic vision. Her insights will help us position Norfolk Southern as the premiere choice to help our customers deliver for the American economy and grow year over year.”

“Joining the Norfolk Southern board is an honor,” said Lori J. Ryerkerk. “Railroads are vital to the global economy, and I’m inspired by Norfolk Southern’s commitment to operational excellence, enhancing safety, and driving sustainable growth. I look forward to contributing to its continued success and delivering additional value to our stakeholders.”

Ryerkerk was identified through a national search conducted by Diversified Search Group and selected in consultation with Ancora Holdings. This appointment is made pursuant to the terms of the agreement between Norfolk Southern Corporation and Ancora Holdings that was announced in November 2024, in which the parties agreed to work together in identifying an independent director to join the Board.

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More about Lori J. Ryerkerk

Lori J. Ryerkerk is the former chairman, chief executive officer, and president of Celanese Corp., a Fortune 500 global chemical and specialty materials company based in Dallas, Texas. She joined Celanese in 2019 as CEO and became chairman in 2020. Under her leadership, Celanese achieved significant growth, completed transformative acquisitions, and advanced its industry-leading safety performance.

Ryerkerk’s expertise in the energy industry spans more than 30 years. She served as executive vice president of global manufacturing at Shell Downstream Inc., overseeing operations at refineries and chemical sites worldwide. Prior to Shell, she held senior leadership roles at Hess Corp. and ExxonMobil, where she gained extensive experience in refining, chemicals, and global operations.

She holds a chemical engineering degree from Iowa State University and currently serves on the board of Eaton Corp., a leader in power management technologies. Her leadership and expertise in operations, safety, and sustainability make her a valuable addition to Norfolk Southern’s board.

For more information about Norfolk Southern’s board of directors and corporate governance, visit NorfolkSouthern.com.

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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 22-state 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 approximately 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.

Media Inquiries:

Media Relations

Investor Inquiries:

Investor Relations

Document and Entity Information	Jan. 27, 2025
Cover [Abstract]
Entity Registrant Name	NORFOLK SOUTHERN CORP
Amendment Flag	false
Entity Central Index Key	0000702165
Document Type	8-K
Document Period End Date	Jan. 27, 2025
Entity Incorporation State Country Code	VA
Entity File Number	1-8339
Entity Tax Identification Number	52-1188014
Entity Address, Address Line One	650 West Peachtree Street NW
Entity Address, City or Town	Atlanta
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30308-1925
City Area Code	(855)
Local Phone Number	667-3655
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Norfolk Southern Corporation Common Stock (Par Value $1.00)
Trading Symbol	NSC
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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