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Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 16, 2022 (May 12, 2022)


soaring nameunderblacklg


(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


(855) 667-3655
(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))


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


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


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.


The Corporation held its Annual Meeting of Shareholders on May 12, 2022.


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



Thomas D. Bell, Jr. 170,251,472 4,925,302 470,540 30,633,005
Mitchell E. Daniels, Jr. 158,383,802 16,061,674 1,201,838 30,633,005
Marcela E. Donadio 170,377,435 4,969,068 300,811 30,633,005
John C. Huffard, Jr. 173,882,460 1,391,427 373,427 30,633,005
Christopher T. Jones 169,590,755 5,503,277 553,282 30,633,005
Thomas C. Kelleher 173,360,578 1,919,020 367,716 30,633,005
Steven F. Leer 150,124,373 24,978,046 544,895 30,633,005
Michael D. Lockhart 168,070,918 7,131,172 445,224 30,633,005
Amy E. Miles 168,468,702 6,689,620 488,992 30,633,005
Claude Mongeau 172,571,823 2,715,162 360,329 30,633,005
Jennifer F. Scanlon 170,069,811 5,091,089 486,414 30,633,005
Alan H. Shaw 172,616,473 2,686,160 344,681 30,633,005
James A. Squires 171,424,430 3,840,622 382,262 30,633,005
John R. Thompson 167,564,994 7,528,015 554,305 30,633,005


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 2022, by the following count:


Votes For   Votes Against   Abstentions
192,763,410   13,204,669   312,240


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
161,866,924   12,887,467   892,923   30,633,005


Proposal 4 – Shareholder Proposal Regarding Reducing the Percentage of Shareholders Required to Call a Special Meeting

Shareholders did not approve a shareholder proposal regarding reducing the percentage of shareholders required to call a special meeting, by the following count:


Votes For   Votes Against   Abstentions   Broker Non-Votes
78,309,431   96,519,130   818,753   30,633,005







Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


  /s/ Denise W. Hutson
  Name: Denise W. Hutson
  Title: Corporate Secretary


Date:  May 16, 2022