KANSAS CITY SOUTHERN (NYSE:KSU) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On May4, 2017, at the Annual Meeting of Stockholders (the 2017
Annual Meeting) of Kansas City Southern (the Company), the
Companys stockholders approved the Kansas City Southern 2017
Equity Incentive Plan (the 2017 Plan). The Board and its
Compensation and Organization Committee had previously adopted
the Plan, subject to stockholder approval, on January26, 2017,
and February17, 2017, respectively.

The 2017 Plan is to be administered by a committee of the Board
of Directors of the Company consisting of two or more outside
directors (the Committee). The Committee is authorized to grant
awards to employees and consultants of the Company and its
affiliates. Awards may also be granted to non-employee directors
by action of the full Board of Directors. The terms of the awards
will be specified in award agreements and will be consistent with
the provisions of the 2017 Plan. The 2017 Plan authorizes grants
of non-qualified stock options, incentive stock options,
restricted shares, restricted stock units, bonus shares, stock
appreciation rights, performance units, performance shares,
deferred stock and other stock-based awards. Subject to certain
adjustments authorized to prevent dilution or enlargement of
benefits, an aggregate of 3,750,000 shares of the Companys common
stock may be issued under the 2017 Plan. A description of the
2017 Plan is included as part of Proposal 3 in the Companys
Definitive Proxy Statement on Schedule 14A filed with the
Securities Exchange Commission on April4, 2017 (the Proxy
Statement) and is incorporated herein by reference.The
description of the 2017 Plan as set forth above and in the Proxy
Statement is qualified in its entirety by reference to the full
text of the 2017 Plan.

A copy of the 2017 Plan, along with the form of Restricted Stock
Award agreement approved by the Compensation Committee of the
Companys Board of Directors to be used for grants under the 2017
Plan, are attached to this report as Exhibits 10.1 and 10.2,
respectively, and incorporated herein by reference.

At the 2017 Annual Meeting of Stockholders of the Company held on
May4, 2017, the proposals listed below were submitted to a vote
of the stockholders. The proposals are described in the Companys
definitive proxy statement for the 2017 Annual Meeting previously
filed with the Securities and Exchange Commission on April4,
2017.

– 2 –

Proposal 1 Election of eight directors

The following nominees for the Board of Directors of the Company
were elected to hold office until the Annual Meeting of
Stockholders of the Company in 2018:

Proposal 2 Ratification of the Audit Committees selection of
KPMG LLP as the Companys independent registered public accounting
firm for 2017.

Company stockholders ratified the appointment of KPMG LLP as the
Companys independent registered public accounting firm for 2017
as set forth below:

– 3 –

Proposal 3 Approval of the Kansas City Southern 2017 Equity
Incentive Plan.

Company stockholders approved the Companys 2017 Equity Incentive
Plan as set forth below:

Proposal 4 Advisory (non-binding) vote approving the 2016
compensation of the Companys Named Executive Officers.

Company stockholders cast their votes with respect to the
advisory (non-binding) vote approving the 2016 compensation of
the Companys Named Executive Officers as set forth below:

Proposal 5 Advisory Vote on the frequency of holding an
advisory vote on executive compensation.

Consistent with the voting results for Proposal 5, the Company
decided to conduct future advisory votes on the Companys
executive compensation once every year until the next required
advisory vote on the frequency of the advisory vote on the
Companys executive compensation.

Proposal 6 Stockholder proposal requesting amendments to the
Companys proxy access bylaw provision.

Company stockholders did not approve the proposal as set forth
below:

In a news release dated May5, 2017, the Company announced the
results of its 2017 Annual Meeting of Stockholders. A copy of the
news release is furnished as Exhibit 99.1 to this report and
incorporated herein by reference.

– 4 –

(d) Exhibits

– 5 –

About KANSAS CITY SOUTHERN (NYSE:KSU)

Kansas City Southern (KCS) is a transportation holding company with domestic and international rail operations in North America that are focused on the north/south freight corridor connecting commercial and industrial markets in the central United States with industrial cities in Mexico. The Company controls and owns The Kansas City Southern Railway Company (KCSR), a United States Class I railroad that serves a 10-state region in the midwest and southeast regions of the United States and has the shortest north/south rail route between Kansas City, Missouri and several key ports along the Gulf of Mexico in Alabama, Louisiana, Mississippi and Texas. The Company controls and owns Kansas City Southern de Mexico, S.A. de C.V. (KCSM), which serves Mexico’s principal industrial cities and three of its seaports. KCSM has the right to control and operate the southern half of the rail bridge at Laredo, Texas, which spans the Rio Grande River between the United States and Mexico.

KANSAS CITY SOUTHERN (NYSE:KSU) Recent Trading Information

KANSAS CITY SOUTHERN (NYSE:KSU) closed its last trading session up +0.01 at 91.98 with 1,088,667 shares trading hands.