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 Executive Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Release, attached hereto as Exhibit 99.2, announcing that on
November 28, 2016, the Board of Directors elected Mitchell E.
Daniels Jr. and Marcela E. Donadio to be directors of the
Corporation, effective immediately. The Board of Directors
appointed Mr. Daniels to the Compensation Committee and the
Governance and Nominating Committee, and appointed Ms. Donadio to
the Audit Committee and the Finance and Risk Management
Committee.
Daniels or Ms. Donadio and any other person to which they were
elected as directors of Norfolk Southern. There are no
transactions between either Mr. Daniels or Ms. Donadio and the
Corporation that would require disclosure under Item 404(a) of
Regulation S-K.
to which either Mr. Daniels or Ms. Donadio is a party or a
participant was entered into or materially amended in connection
with their joining the Board of Directors, and, other than as
discussed below, neither Mr. Daniels nor Ms. Donadio received any
grant or award or any modification thereto, under any such plan,
contract or arrangement in connection with such event.
Restricted Stock Plan, Mr. Daniels and Ms. Donadio each received
a grant of 3,000 restricted shares upon their election to the
Board. These shares will be registered in their respective names,
and they will have all rights of ownership (including the right
to vote the shares and receive dividends); however, these shares
may not be sold, pledged or otherwise encumbered during a
restriction period which began on the date of grant and ends on
the earlier of the directors death or six months after the
director becomes disabled or retires. In the event a director
does not retire in accordance with the terms of the plan, these
shares will be forfeited. In addition, Mr. Daniels and Ms.
Donadio will receive compensation consistent with that provided
to all non-employee directors, as described in the Non-Employee
Director Compensation section of Norfolk Southern Corporation’s
Proxy Statement dated March 28, 2016, pages 19-21.
Change in Fiscal Year.
of Norfolk Southern Corporation, effective immediately, to
increase the number of directors from 11 to 13. The amended
Bylaws are attached hereto as 99.1.
Form 8-K:
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Exhibit Number
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Description
|
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99.1
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Bylaws of Norfolk Southern Corporation, as amended
November 28, 2016. |
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99.2
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Press Release
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Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
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. NORFOLK SOUTHERN CORPORATION (NYSE:NSC) Recent Trading Information
NORFOLK SOUTHERN CORPORATION (NYSE:NSC) closed its last trading session down -0.35 at 103.99 with 1,627,147 shares trading hands.
