NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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Election of New Director

On January 22, 2019, Norfolk Southern issued a Press Release, attached hereto as Exhibit 99.1, announcing that the Board of Directors elected Thomas C. “Colm” Kelleher to be a director of the Corporation, effective immediately. The Board of Directors appointed Mr. Kelleher to the Finance and Risk Management Committee.

There was no arrangement or understanding between Mr. Kelleher and any other person to which he was elected as a director of Norfolk Southern.There are no transactions between Mr. Kelleher and the Corporation that would require disclosure under Item 404(a) of Regulation S-K.

No material plan, contract or arrangement (written or otherwise) to which Mr. Kelleher is a party or a participant was entered into or materially amended in connection with his joining the Board of Directors, and Mr. Kelleher did not receive any grant or award or any modification thereto, under any such plan, contract or arrangement in connection with such event.

Item 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Bylaw Amendment

On January 22, 2019, the Board of Directors amended the Bylaws of Norfolk Southern Corporation, to increase the number of directors from 12 to 13 effective immediately.The amended Bylaws are attached hereto as 3(ii).

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are 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.(II) 2 nsbylaws-012319.htm BYLAWS Exhibit  BYLAWSOFNORFOLK SOUTHERN CORPORATIONAs Amended January 22,…
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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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