U.S. Department of Transportation and Surface
Transportation Board recognize the importance of Norfolk Southern's
safety-driven and service-oriented culture
Warn Ancora's plan would put safety and
service at substantial risk
ATLANTA, May 6, 2024
/PRNewswire/ -- Norfolk Southern Corporation (NYSE: NSC)
Monday shared statements from the U.S. Department of Transportation
(DOT) and the Surface Transportation Board (STB) expressing support
for Norfolk Southern's leadership and strategy in driving
improvements across safety, performance, and service.[1]
In a May 3rd
letter from the DOT to President and Chief Executive Officer
Alan Shaw, Allison Dane Camden, Principal Deputy Assistant
Secretary for Multimodal Freight Infrastructure and
Policy, stated: "Norfolk Southern's progress toward meeting
key safety performance indicators is encouraging and demonstrates
your leadership and the commitment of all of NS's hard-working
employees. We recognize the progress NS has made to-date towards
attaining your own safety goals, as well as the goals we set for
all Class I railroads..."
The DOT letter additionally acknowledged Norfolk Southern's
progress to enhance reliable service for its customers: "DOT is
encouraged by Norfolk Southern's efforts to improve the timeliness
and fluidity of its network, particularly for time-sensitive
goods. Your efforts align with the goals of the National
Multimodal Freight Policy, including improving the reliability of
freight transportation and reducing the adverse environmental
impacts of freight movement."
Similarly, Martin Oberman, STB
Chairman, decried Ancora's "viciously" waged attack on Norfolk
Southern in a speech at the North American Rail Shippers 2024
Annual Meeting on May
1st. In his remarks, Oberman stated: "it is my
responsibility to call out serious threats to the national rail
network, and everything about Ancora's campaign should cause
serious concerns to all rail stakeholders."
Further highlights of Oberman's speech include:
- "I have read almost everything Ancora has said about its plans
for NS. I find almost nothing in their plans about how they will
obtain better service or actually grow their number of
carloads."
- "The STB's oversight…has been to require the railroads to
report on their progress in rebuilding their workforces and their
service recovery plans. And no one has made more progress in
building a resilient railroad than NS, so that it will be able to
handle the growth in traffic as the economy returns, which is
inevitable in the foreseeable future..."
- "To me, the best predictor of what a person will do in the
future is what he has done in the past. So I think the fear of an
Ancora takeover of the entire or even a majority of the NS board
and the installation of Mr. Boychuk to take NS down to its studs is
real. At a minimum, based on actual history with Mr. Boychuk's
approach, we at the STB and the industry at large would be foolish
to assume there's nothing to worry about."
- "[Ancora's plan] would leave the railroad with just over 13,000
employees, a level below its worst service performance in recent
years. A level which would likely be catastrophic for our economy
and all the stakeholders—including other railroads—who depend on
NS."
The clear support from regulators – in addition to an outpouring
of support from our customers, unions and other key stakeholders –
underscores the fact that Norfolk Southern has dramatically
improved network performance, safety, and service. Ancora blatantly
ignores these clear gains and wants to install a slate of directors
with little to no safety experience, a CEO with no credibility with
rail regulators, and a COO with a reputation for extreme
cost-cutting measures and safety deterioration. This would
unnecessarily risk unwinding the improvements Norfolk Southern has
made and sparking further regulatory backlash to the detriment of
shareholder value.
Your Vote is Important
Norfolk Southern believes all of its 13 nominees are uniquely
qualified to oversee the company's strategy, drive long-term
shareholder value, and hold management accountable. Norfolk
Southern strongly urges shareholders to protect their investment
from Ancora's outdated, destructive agenda by VOTING the WHITE
proxy card FOR ONLY Norfolk Southern's 13 nominees TODAY.
Please simply DISCARD any Blue proxy card you may receive from
Ancora. If you inadvertently voted using a Blue proxy card, you may
cancel that vote simply by voting again TODAY using the company's
WHITE proxy card. Only your latest-dated vote will count!
To learn more, visit VoteNorfolkSouthern.com.
If you have any
questions or require any assistance with respect to voting your
shares, please contact our proxy solicitor:
|
|
INNISFREE M&A INCORPORATED
|
Shareholders may
call:
|
1 (877) 750-9496
(toll-free from the U.S. and Canada)
|
+1 (412) 232-3651
(from other countries)
|
About Norfolk Southern
Since 1827, Norfolk Southern Corporation (NYSE: NSC) and its
predecessor companies have safely moved the goods and materials
that drive the U.S. economy. Today, it operates a customer-centric
and operations-driven freight transportation network. Committed to
furthering sustainability, Norfolk Southern helps its customers
avoid approximately 15 million tons of yearly carbon emissions by
shipping via rail. Its dedicated team members deliver more than 7
million carloads annually, from agriculture to consumer goods, and
Norfolk Southern originates more automotive traffic than any other
Class I Railroad. Norfolk Southern also has the most extensive
intermodal network in the eastern U.S. It serves a majority of the
country's population and manufacturing base, with connections to
every major container port on the Atlantic coast as well as major
ports in the Gulf of Mexico and
Great Lakes. Learn more by visiting www.NorfolkSouthern.com.
Important Additional Information
The Company has filed a definitive proxy statement (the "2024
Proxy Statement") on Schedule 14A and a WHITE proxy card with the
Securities and Exchange Commission (the "SEC") in connection with
the solicitation of proxies for its 2024 Annual Meeting of
Shareholders (the "2024 Annual Meeting"). SHAREHOLDERS ARE STRONGLY
ADVISED TO READ THE COMPANY'S 2024 PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO), THE WHITE PROXY CARD AND ANY
OTHER DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders may
obtain a free copy of the 2024 Proxy Statement, any amendments or
supplements to the 2024 Proxy Statement and other documents that
the Company files with the SEC from the SEC's website at
www.sec.gov or the Company's website at
https://norfolksouthern.investorroom.com as soon as reasonably
practicable after such materials are electronically filed with, or
furnished to, the SEC.
Certain Information Concerning Participants
The Company, its directors and certain of its executive officers
and employees may be deemed participants in the solicitation of
proxies from shareholders in connection with the matters to be
considered at the 2024 Annual Meeting. Information regarding the
direct and indirect interests, by security holdings or otherwise,
of the persons who may, under the rules of the SEC, be considered
participants in the solicitation of shareholders in connection with
the 2024 Annual Meeting is included in Norfolk Southern's 2024
Proxy Statement, filed with the SEC on March
20, 2024. To the extent holdings by our directors and
executive officers of Norfolk Southern securities reported in the
2024 Proxy Statement for the 2024 Annual Meeting have changed, such
changes have been or will be reflected on Statements of Change of
Ownership on Forms 3, 4 or 5 filed with the SEC. These documents
are available free of charge as described above.
Cautionary Statement on Forward-Looking Statements
Certain statements in this communication are "forward-looking
statements" within the meaning of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, as amended.
These statements relate to future events or our future financial
performance, including statements relating to our ability to
execute on our strategic plan and our 2024 Annual Meeting and
involve known and unknown risks, uncertainties, and other factors
that may cause our actual results, levels of activity, performance,
or our achievements or those of our industry to be materially
different from those expressed or implied by any forward-looking
statements. In some cases, forward-looking statements may be
identified by the use of words like "may," "will," "could,"
"would," "should," "expect," "plan," "anticipate," "intend,"
"believe," "estimate," "project," "consider," "predict,"
"potential," "feel," or other comparable terminology. The Company
has based these forward-looking statements on its current
expectations, assumptions, estimates, beliefs, and projections.
While the Company believes these expectations, assumptions,
estimates, and projections are reasonable, such forward-looking
statements are only predictions and involve known and unknown risks
and uncertainties, many of which involve factors or circumstances
that are beyond the Company's control. These and other important
factors, including those discussed under "Risk Factors" in our
Annual Report on Form 10-K for the year ended December 31, 2023, as well as the Company's
subsequent filings with the SEC, may cause actual results,
performance, or achievements to differ materially from those
expressed or implied by these forward-looking statements. The
forward-looking statements herein are made only as of the date they
were first issued, and unless otherwise required by applicable
securities laws, the Company disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events, or otherwise.
[1] Permission to use quotations was neither sought nor
obtained.
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SOURCE Norfolk Southern Corporation