Form DEFA14A Norfolk Southern Corp

Additional definitive proxy soliciting materials and Rule 14(a)(12) material

Published: 2019-03-29 08:01:04
Submitted: 2019-03-29
Period Ending In: 2019-03-29
nsc3509281-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS


> ENT> DEFA14A 1 nsc3509281-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant Filed by a Party other than the Registrant      

CHECK THE APPROPRIATE BOX:
  Preliminary Proxy Statement
Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
  Definitive Additional Materials
Soliciting Material Under Rule 14a-12

Norfolk Southern Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
  No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:


















*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 9, 2019.

NORFOLK SOUTHERN CORPORATION






NORFOLK SOUTHERN CORPORATION
ATTN: JOSEPH C. WOLFE
THREE COMMERCIAL PLACE
NORFOLK, VA 23510
Meeting Information
Meeting Type: Annual Meeting
For holders as of:        March 1, 2019
Date: May 9, 2019           Time: 8:30 A.M. EDT
Location:      The Westin Peachtree Plaza
210 Peachtree Street, NW
Atlanta, Georgia 30303
You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and for voting instructions.





















— Before You Vote —
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. NOTICE AND PROXY STATEMENT                2. ANNUAL REPORT               3. FORM OF PROXY
How to View Online:
Have the information that is printed in the box marked by the arrow ➔  XXXX XXXX XXXX XXXX  (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these materials, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
                                    1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE:    1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔  XXXX XXXX XXXX XXXX  (located on the following page) in the subject line.
Requests, instructions, and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 25, 2019, to facilitate timely delivery.

— How To Vote —
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the proxy statement for special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow ➔  XXXX XXXX XXXX XXXX  (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Shareholder Meeting Registration: To attend the meeting in person, go to the “Register for Meeting” link at www.proxyvote.com.





















Voting Items
The Board of Directors recommends you vote FOR items 1-3:
 
1.       Elections of Directors
     
    Nominees:
 
1a. Thomas D. Bell, Jr.
 
1b. Daniel A. Carp
 
1c. Mitchell E. Daniels, Jr.
 
1d. Marcela E. Donadio
 
1e. Thomas C. Kelleher
 
1f. Steven F. Leer
 
1g. Michael D. Lockhart
 
1h. Amy E. Miles
 
1i. Jennifer F. Scanlon
 
1j. James A. Squires
 
1k. John R. Thompson
The Board of Directors recommends you vote FOR items 1-3:
     
 
2.       Ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors for the year ending December 31, 2019.
 
3. Approval of advisory resolution on executive compensation, as disclosed in the proxy statement for the 2019 Annual Meeting of Shareholders.
     
     
The Board of Directors recommends you vote AGAINST item 4:
     
 
4.       If properly presented at the meeting, a shareholder proposal regarding simple majority vote.
 
     
NOTE: In addition, in their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting.












































 



Additional Files
FileSequenceDescriptionTypeSize
0001206774-19-001117.txt   Complete submission text file   82052

© 2019 SEC.report
SEC CFR Title 17 of the Code of Federal Regulations.