SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 14, 2022 (November 10, 2022)
NORFOLK SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(IRS Employer Identification Number)|
|650 West Peachtree Street NW|
|(Address of principal executive offices, including zip code)||(Registrant’s telephone number, including area code)|
(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
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 14, 2022, Norfolk Southern Corporation (the “Company”) announced that Cynthia Sanborn will depart from her position as Executive Vice President and Chief Operating Officer, effective January 1, 2023.
In connection with her departure, Ms. Sanborn is entitled to severance payments and benefits under the terms of the Norfolk Southern Executive Severance Plan adopted on May 14, 2020, and amended on July 28, 2020 (attached as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on July 29, 2020).
On November 10, 2022, the Company’s Board of Directors appointed Paul B. Duncan as Executive Vice President and Chief Operating Officer, effective January 1, 2023. Mr. Duncan, age 42, has served as Senior Vice President Transportation and Network Operations of the Company since September 2022, leading the team responsible for designing network operations, executing network plans, and coordinating the movement of trains across the Company’s rail network. From March 2022 to September 2022, he served as Vice President Network Planning and Operations, leading the Company’s Network Planning & Optimization and the Network Operations Center teams, who are responsible for developing and implementing the Company’s operating plan. Prior to joining the Company in March 2022, Mr. Duncan served as Vice President of Service Design and Performance for BNSF Railway. In that role, he was responsible for formulating service plans for the company’s bulk, intermodal, and merchandise operations. Prior thereto, Mr. Duncan served as Assistant Vice President for Capacity Planning, where he oversaw the company’s physical infrastructure capital planning and led the network strategy team. He has more than 19 years of experience across BNSF Railway’s operations and transportation segments.
There was no arrangement or understanding between Mr. Duncan and any other person pursuant to which he was selected as an officer of the Company and no family relationship between Mr. Duncan and any director or executive officer. There are no transactions between Mr. Duncan and the Company that would require disclosure under Item 404(a) of Regulation S-K.
No material plan, contract or arrangement (written or otherwise) to which Mr. Duncan is a party or a participant was entered into or materially amended in connection with him becoming an executive officer, and Mr. Duncan did not receive any material grants or awards or any modifications thereto, under any such plan, contract or arrangement in connection with such event. Notwithstanding the foregoing, in connection with Mr. Duncan’s appointment and upon his becoming an executive officer on January 1, 2023, he will receive an annual salary of $600,000, and be eligible to receive equity and incentive bonus opportunities and other benefits available to other employees at the executive vice president level.
Item 7.01. Regulation FD Disclosure
The Company issued a press release on November 14, 2022 announcing the departure of Ms. Sanborn and the appointment of Mr. Duncan. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K:
|99.1||Press Release Dated November 14, 2022|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
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.
|NORFOLK SOUTHERN CORPORATION|
|/s/ Denise W. Hutson|
|Name: Denise W. Hutson|
|Title: Corporate Secretary|
Date: November 14, 2022
FOR IMMEDIATE RELEASE
Norfolk Southern Announces Chief Operating Officer Transition
Sanborn to step down; Duncan becomes EVP & COO on January 1, 2023
ATLANTA, November 14, 2022 – Norfolk Southern Corporation (NYSE: NSC) today announced that Executive Vice President & Chief Operating Officer Cindy Sanborn will step down at the end of 2022 after a groundbreaking 35-year career in the railroad industry. Paul Duncan, currently Senior Vice President Transportation & Network Operations, will succeed Sanborn effective January 1, 2023.
“Cindy joined Norfolk Southern during the pandemic and helped us navigate a global supply chain disruption. She strengthened our culture, served as an effective ambassador with our outside stakeholders, and was part of a team effort that has achieved significant improvements in service,” said Norfolk Southern President & CEO Alan H. Shaw. “Cindy’s impact goes well beyond Norfolk Southern. As the first female chief operating officer of a Class 1 railroad in the United States, she has been a trailblazer and an inspiration to many in the industry.”
“I’m proud of the gains we’ve made in service, safety and culture over the last two and a half years,” said Sanborn. “As Norfolk Southern prepares to take the next step with our growth strategy, it’s the right time for our next generation of talented operations leaders to take the reins.”
Duncan joined Norfolk Southern in March 2022 as Vice President Network Planning & Operations and was promoted in September 2022 to Senior Vice President Transportation & Network Operations. He led the implementation of Norfolk Southern’s TOP|SPG operating plan and played a central role in the company’s service recovery effort, earning praise for his ability to bring people together and collaborate effectively across teams to drive results.
“Paul is widely respected in the industry as one of the most talented leaders in the next generation of railroad operations executives. He combines a deep understanding of precision scheduled railroading with a strong customer-centric mindset, and appreciates the need to balance service, productivity, and growth,” said Shaw. “Paul is also the right leader to continue our progress engaging our craft railroaders and field supervisors.”
Prior to joining Norfolk Southern, Duncan served as Vice President of Service Design and Performance for BNSF Railway. He also served as Assistant Vice President for Capacity Planning, where he oversaw the company’s physical infrastructure capital planning and led the network strategy team. Duncan has more than 20 years of experience in railroad operations.
|Norfolk Southern Corporation | 1|
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 customer-centric and operations-driven freight transportation network. Committed to furthering sustainability, Norfolk Southern helps its customers avoid 15 million tons of yearly carbon emissions by shipping via rail. Its dedicated team members deliver more than 7 million carloads annually, from agriculture to consumer goods, and is the largest rail shipper of auto products and metals in North America. Norfolk Southern also has the most extensive intermodal network in the eastern U.S., serving a majority of the country’s population and manufacturing base, with connections to every major container port on the Atlantic coast as well as the Gulf of Mexico and Great Lakes. Learn more by visiting www.NorfolkSouthern.com.
Media Relations, 404-420-4444
Luke Nichols, 470-867-4807
|Norfolk Southern Corporation | 2|