SCHEDULE 14A
(RULE 14a-101)
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant x Filed by a Party other than the Registrant ¨
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| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 | |
Norfolk Southern Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on <mtgdate>. May 08, 2014 Meeting Information NORFOLK SOUTHERN CORPORATION Meeting Type: Annual Meeting <mtgtype> For holders as of: February 27, 2014 <recdate> B Date: May 08, 2014 Time: 8:30 AM EST <mtgtime> A Location: Williamsburg Lodge R Conference Center C BROKER 310 South England Street LOGO O HERE Williamsburg, VA 23185 D E You are receiving this communication because you hold Return Address Line 1 shares in the above named company. Return Address Line 2 Return Address Line 3 51 MERCEDES WAY This is not a ballot. You cannot use this notice to vote EDGEWOOD NY 11717 these shares. This communication presents only an Investor Address Line 1 overview of the more complete proxy materials that are Investor Address Line 2 1 available to you on the Internet. You may view the proxy R1.0.0.51160 Investor Address Line 3 materials online at www.proxyvote.com or easily request a Investor Address Line 4 15 12 OF paper copy (see reverse side). Investor Address Line 5 John Sample 2 We encourage you to access and review all of the important 1234 ANYWHERE STREET information contained in the proxy materials before voting. ANY CITY, ON A1A 1A1 0000195631 _1 See the reverse side of this notice to obtain proxy materials and voting instructions. Broadridge Internal Use Only Job Envelope Sequence of Sequence
Before You Vote How to Access the Proxy Materials Proxy Materials Available to VIEW or RECEIVE: 1. Annual Report2. Notice & Proxy Statement How to View Online: Have the information that is printed in the box marked by the arrow g XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL*: sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrowg XXXX XXXX XXXX (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 24, 2014 to facilitate timely delivery. How To Vote R1.0.0.51160 Please Choose One of the Following Voting Methods Vote In Person: If you choose to vote these shares in person at the meeting, you must request a “legal proxy.” To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the 0000195631 _2 possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow available and follow the instructions. Internal Use g XXXX XXXX XXXX Only Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.
Voting items The Board of Directors recommends you vote FOR the following proposal(s): The Board of Directors recommends you 1. Election of Directors vote FOR the following proposal(s): Nominees 1A Thomas D. Bell, Jr. 2The ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern’s 1B Erskine B. Bowles independent auditors for the year ending December 31, 2014. B 1C Robert A. Bradway 3Approval of executive compensation as A disclosed in the proxy statement for the 2014 Annual Meeting of Stockholders. R 1D Wesley G. Bush C 1E Daniel A. Carp The Board of Directors recommends you O vote AGAINST the following proposal(s): D 1F Karen N. Horn 4Stockholder proposal concerning an E independent chairman of the board of directors. 1G Steven F. Leer 1H Michael D. Lockhart 1I Amy E. Miles R1.0.0.51160 1J Charles W. Moorman 1K Martin H. Nesbitt _3 ? 0000 0000 0000 0000195631 1L James A. Squires Broadridge Internal Use Only 1M John R. Thompson xxxxxxxxxx xxxxxxxxxx Cusip Job Envelope Sequence of Sequence
Voting items Continued Reserved for Broadridge Internal Control Information NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Voting Instructions THIS SPACE RESERVED FOR LANGUAGE PERTAINING TO BANKS AND BROKERS AS REQUIRED BY THE NEW YORK STOCK EXCHANGE R1.0.0.51160 0000195631_4 Broadridge Internal Use Only P99999-010 12 Job THIS SPACE RESERVED FOR SIGNATURES IF APPLICABLE Envelope Sequence 15 of Sequence OF