Norfolk Southern adds independent director to board 'via cooperation agreement' with activist Ancora

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PRESS RELEASE 

Norfolk Southern to add new independent director to board via cooperation agreement with shareholder Ancora

Nov 14, 2024, 09:00 ET

ATLANTA, Nov. 14, 2024 /PRNewswire/ — Norfolk Southern Corporation (NYSE: NSC) (“Norfolk Southern” or the “Company”) today announced that it has entered into a cooperation agreement with Ancora Holdings Group, LLC (together with certain of its affiliates, “Ancora”) after constructive engagement. Under the terms of the agreement, Norfolk Southern and Ancora will work together to identify an independent director to join the Company’s Board of Directors (the “Board”). The addition of the new director, who is expected to enhance the Board’s gender diversity and executive leadership experience, will expand Norfolk Southern’s Board to 14 members, including 13 independent members.

“We are making meaningful progress on key operational metrics, as evidenced by our strong third quarter 2024 results in which we drove productivity, grew volumes, and delivered notable margin improvement. Our strategy is unlocking the full value of the business for shareholders, customers, communities, and employees,” said Mark George, chief executive officer of Norfolk Southern. “I am confident that together with Ancora we will find the right independent director to join our Board and support our team as we continue to build on the positive momentum that is underway at Norfolk Southern.”

Frederick D. DiSanto, Chairman and Chief Executive Officer of Ancora, and James Chadwick, President of Ancora Alternatives LLC, added, “In our view, it’s a new day at Norfolk Southern following Board refreshment, management enhancements, and new leadership’s efforts to establish a disciplined and operationally led network. The Company’s focus on governance and its overall progress is further evidenced by the Board’s decisive action with respect to its internal investigation, which we are told has been thorough and wide ranging. The Norfolk Southern of today is on the right track, and we look forward to continuing to support Mark and John’s go-forward actions to drive enhanced value for shareholders and all other stakeholders.”

Pursuant to the cooperation agreement, Ancora has agreed to withdraw its nomination of four director candidates for election at the Norfolk Southern 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”). Ancora has also agreed to vote in accordance with the Board’s recommendations in connection with any vote of Norfolk Southern shareholders, including at the 2025 Annual Meeting, and to a standstill provision. The full agreement will be filed on a Form 8-K with the Securities and Exchange Commission.

The full press release is here