NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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Bylaw Amendment

On January 23, 2019, the Board of Directors amended the Bylaws of Norfolk Southern Corporation, effective February 10, 2019, to revise the advance notice provisions, in Article I – Section 9 and Article II – Section 7, for submission of matters not to be included in the proxy statement. The current submission deadline of ninety (90) days prior to the anniversary date of the previous year’s annual meeting has been changed to one hundred twenty (120) days prior to anniversary date of the mailing of the corporation’s proxy statement filed in connection with the previous year’s annual meeting, which is the same submission deadline for submission of matters to be included in the proxy statement. The amendments also change the number of days for submission of matters not to be included in the proxy statement and provide an advance notice provision timeline where no annual meeting was held the previous year or the date of the annual meeting is more than thirty (30) days before or more than sixty (60) days after the preceding year’s annual meeting.

The description of the amendments to the Bylaws herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws filed herewith as Exhibit 3(iii) and incorporated by reference herein.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed as part of this Current Report on Form 8-K:

to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NORFOLK SOUTHERN CORP Exhibit
EX-3.III 2 nsbylaws-012519.htm BYLAWS Exhibit  BYLAWSOFNORFOLK SOUTHERN CORPORATIONAs Amended January 23,…
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About NORFOLK SOUTHERN CORPORATION (NYSE:NSC)

Norfolk Southern Corporation is a holding company engaged in the rail transportation business. The Company operates approximately 20,000 miles of road primarily in the East and Midwest. The Company is engaged in the rail transportation of raw materials, intermediate products and finished goods primarily in the Southeast, East and Midwest. The Company, through interchange with rail carriers, to and from the rest of the United States. The Company also transports overseas freight through various Atlantic and Gulf Coast ports. It provides logistics services and offers the intermodal network in the eastern half of the United States. The Company’s system reaches various manufacturing plants, electric generating facilities, mines, distribution centers and other businesses located in its service area. The Company’s intermodal market group consists of shipments moving in trailers, domestic and international containers, and RoadRailer equipment.

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