This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.
5/9/2024
Editor's note: This story has been updated with comments from Ancora Holdings Group LLC.
Norfolk Southern Corp. this morning announced that the preliminary vote count of its proxy solicitor indicates that its shareholders have elected 10 of NS's 13 proposed director nominees at the 2024 annual meeting held today.
Three of investor activist Ancora Holdings Group LLC’s nominees also were elected, according to preliminary results.
The 10 people elected who NS proposed as part of its slate of board candidates includes NS President and CEO Alan Shaw. The nine others are: • Richard Anderson, former CEO of Amtrak and Delta Air Lines; • Philip Davidson, retired four-star admiral in the U.S. Navy; • Francesca DeBiase, former executive vice president and global chief supply chain officer of McDonald's Corp.; • Marcela Donadio, former partner and Americas Oil and Gas sector leader, Ernst & Young; • Heidi Heitkamp, former U.S. senator from North Dakota; • John Huffard Jr., co-founder of Tenable Network Security Inc., and Tenable Holdings Inc.; and • Christopher Jones, former corporate VP and president of the technology services sector of Northrop Grumman Corp. • Thomas Kelleher, chairman of UBS Group AG and former president of Morgan Stanley; and • Claude Mongeau, former president and CEO of CN.
The three NS director nominees that shareholders rejected are NS Chair Amy Miles; board director Jennifer Scanlon, who chaired the board's governance and nominating committee; and board director John Thompson, who chaired the board's human capital management and compensation committee.
The three Ancora nominees who were elected are William Clyburn Jr., former commissioner and vice chair of the Surface Transportation Board; Sameh Fahey, former EVP of precision scheduled railroading at Kansas City Southern; and Gilbert Lamphere, chair of MidRail Corp. and co-founder of MidSouth Rail Corp.
NS issued the following statement:
"We appreciate the support of our shareholders and the valuable perspectives they have shared with us in the months leading up to our Annual Meeting. Our shareholders recognize that positive change is underway at Norfolk Southern.
"Moving forward, we will continue building on the significant progress Alan Shaw, John Orr and the entire team have already achieved. Together, we are building a safer, more profitable railroad, closing the margin gap with our peers, and ultimately growing value for our shareholders. We welcome William Clyburn Jr., Sameh Fahmy and Gilbert Lamphere to our board. We will work constructively and collaboratively on behalf of our shareholders unlocking the full potential of our powerful franchise.
"We thank Amy Miles, Jennifer Scanlon and John Thompson for their dedication and service to our franchise. We also thank our outgoing directors Thomas Bell, Mitchell Daniels, Steven Leer and Michael Lockhart, each of whom did not stand for reelection to the board, for their multiple years of service to Norfolk Southern."
In a prepared statement, Ancora Chairman and CEO Frank DiSanto and Ancora Alternatives LLC President James Chadwick said that it was "an extremely positive development for shareholders" that the Ancora campaign to overhaul the NS board resulted in the replacement of the board's chair and the chairs of the board's governance and compensation committees. DiSanto and Chadwick also said that preliminary voting results show that Shaw "barely received support from holders of 50% of the company's outstanding shares," which they described as a "vote of no confidence."
DiSanto and Chadwick added: "The first step toward turning around Norfolk Southern has been taken by electing Messrs. Clyburn, Fahmy and Lamphere. Given that we have no standstill agreement and a clear mandate from a critical mass of shareholders, we will continue to hold Mr. Shaw to account and push for the appointment of a qualified operator who can actually drive shareholder value. The campaign for change at this great American railroad will continue."