NS urges shareholders to reject Ancora's nominees, proposes 2 new candidates

Norfolk Southern Corp. today announced a proposed board refresh with the nominations of two new candidates — former Amtrak and Delta Air Lines CEO Richard Anderson and former U.S. Sen. Heidi Heitkamp — among its slate of 13 nominees for the 2024 annual shareholders meeting.

NS filed its preliminary proxy materials as it fights a potential takeover by Ancora Holdings Group LLC, which has proposed an overhaul of NS leadership, including the replacement of NS President and CEO Alan Shaw.

In connection with its SEC filing, the NS board confirmed its “unanimous support for the company's strategy that  balances safe and reliable service, continuous productivity improvement and smart growth” under Shaw's leadership. The strategy is designed to deliver top-tier earnings per share and revenue growth at industry-competitive margins, NS officials said in a press release.

The board also encouraged shareholders to reject Ancora's control slate of eight board nominees.

NS directors Thomas Bell and Steven Leer will not stand for reelection at the 2024 annual meeting, and as previously announced, directors Mitchell Daniels Jr. and Michael Lockhart have reached the mandatory retirement age. NS expects to announce the date for the annual shareholders meeting within the next several weeks.

"As a board, our priority is ensuring we have the right composition to guide Norfolk Southern in improving operating performance, enhancing safety, delivering value for our customers and shareholders, and fulfilling our commitments to our stakeholders,” said NS Chair Amy Miles. “Our focus on meaningful refreshment – evidenced by the two new directors added in 2023 and two new nominees presented for the 2024 annual meeting – reflects these strategic priorities and our commitment to strong governance and oversight."

A balanced strategy under Shaw's leadership is critical, Miles added.

"Following numerous discussions with representatives of Ancora and its nominees, we have determined that none of them possess skills or experience that are not already well represented among our board nominees," she added. "Further, it would be highly disruptive to our operations, our workers, and the North American supply chain to replace a majority of our well-functioning board."

Since last year's NS train derailment in East Palestine, Ohio, the company has made the necessary investments to its safety culture and operational transformation, NS officials said.

Ancora today issued the following statement in response to NS's latest SEC filing:

"Since Mr. Shaw and his boardroom allies have no credible plan and no viable record to run on, it makes sense that they would initiate a weak and reactionary refresh. It's now clear that qualified Class I rail executives and relevant former government leaders want no part of Norfolk Southern's entrenchment agenda. Notably, Mr. Anderson's background of running a passenger airline and then presiding over numerous safety incidents at Amtrak has no place on the board."

Meanwhile, Surface Transportation Board Chairman Martin Oberman said in a Feb. 23 interview with Progressive Railroading that Ancora's takeover of NS would be a "huge detriment" to the rail industry. To read his comments, click here.

And in a Feb. 23 guest comment piece posted here on ProgressiveRailroading.com, STB member Robert Primus expressed his concerns about the impact of activist investors on the freight-rail industry.