Norfolk Southern Highlights the Strength of its Highly Qualified & Engaged Board

Staff Report From Georgia CEO

Monday, April 15th, 2024

Norfolk Southern Corporation Thursday sent a letter to shareholders highlighting the collective strength of its board of directors and its commitment to acting in shareholders' best interests. Norfolk Southern's highly qualified and engaged board has taken decisive action to drive long-term shareholder value. They are holding management accountable, addressing shareholder feedback, and enhancing safety and operational performance. The letter highlights the board's:

  • Independent oversight to ensure the successful execution of our balanced strategy. Norfolk Southern's board is an agent of change, advancing shareholders' interests. The board has executed significant corporate governance enhancements, directed transformational initiatives to improve safety and operational performance, and amended executive compensation policies to ensure performance accountability.

  • Proven skills and experience that are essential to guide Norfolk Southern forward. The intentional composition of the board supports our ability to drive long-term shareholder value. The directors bring complementary expertise and have important knowledge across rail transportation, operations, regulatory, safety, sustainability, and cybersecurity. These, coupled with effective independent board oversight, will help close the gap with our peers.

  • Steadfast commitment to bringing in fresh ideas and diverse perspectives. In 2023, Adm. Philip Davidson, USN, Ret., and Francesca DeBiase, former EVP and chief supply chain and sustainability officer of McDonald's Corporation, were appointed to the board. Now, Norfolk Southern looks forward to welcoming Richard Anderson, former CEO of Delta Air Lines and Amtrak, and former U.S. Sen. and rail safety advocate Mary Kathryn "Heidi" Heitkamp, at this year's Annual Meeting. These new nominees underscore the board's ongoing, comprehensive refreshment process, which includes appointing six new directors to the board in the past five years and nominating two new directors this year.

In contrast, Ancora Alternatives LLC's ("Ancora") slate is seeking wholesale change to push through its short-term focused agenda, which would put the company's franchise at risk and be detrimental to shareholder value.

Ancora's nominees would:

  • Unseat incumbents who are essential to ensuring the proper oversight of the company and effective functioning of the board
  • Replace our qualified director nominees with inferior nominees with little board and safety experience
  • Handicap the board with inexperienced members and create a dearth of leadership and continuity at a pivotal time for Norfolk Southern

Ancora's reckless plan and demands for an overhaul of management and the board would decelerate the momentum of Norfolk Southern's strategic transformation, force substantial furloughs, and destroy long-term value for shareholders.

The letter to shareholders and other important information related to Norfolk Southern's Annual Meeting can be found at VoteNorfolkSouthern.com.

The website also includes video messages to shareholders from independent board chair Amy Miles, Governance and Nominating Committee chair Jennifer Scanlon, Finance and Risk Management Committee member John Huffard, Jr., and Norfolk Southern's management team.

Your Vote is Important

Norfolk Southern believes all of its 13 nominees are uniquely qualified to oversee the company's strategy, drive sustainable value, and hold management accountable. Norfolk Southern strongly urges shareholders to protect their investment by VOTING the WHITE proxy card FOR ONLY Norfolk Southern's 13 nominees.

Please simply DISCARD any Blue proxy card you may receive from Ancora. If you inadvertently voted using a Blue proxy card, you may cancel that vote simply by voting again TODAY using the company's WHITE proxy card. Only your latest-dated vote will count!

If you have any questions or require any assistance with respect to voting your shares, please contact our proxy solicitor: