UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant |
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Filed by a Party other
than the Registrant |
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CHECK THE APPROPRIATE BOX: |
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under 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)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX): |
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No fee
required. |
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction
applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4)
Proposed maximum aggregate value of transaction: |
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5) Total fee paid: |
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Fee paid previously with
preliminary materials: |
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing. |
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Amount previously paid: |
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2)
Form, Schedule or Registration Statement No.: |
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Filing Party: |
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4) Date
Filed: |
*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 10, 2018.
NORFOLK SOUTHERN CORPORATION
NORFOLK SOUTHERN CORPORATION
ATTN: ELIZABETH C. PARKER
THREE COMMERCIAL PLACE
NORFOLK, VA 23510-2191
Meeting Information |
Meeting Type: |
Annual Meeting |
For holders as of: |
March 1, 2018 |
Date: May 10, 2018 |
Time: 8:30 A.M. EDT
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Location: |
Hilton Norfolk The Main
100 East Main Street
Norfolk, Virginia
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You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and for voting instructions. |
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
1. NOTICE AND PROXY STATEMENT
2. ANNUAL REPORT 3. FORM OF PROXY
How to View Online:
Have the information that is printed in the box marked by the arrow ➔ XXXX 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 materials, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
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1) BY INTERNET: |
www.proxyvote.com |
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2) BY TELEPHONE: |
1-800-579-1639 |
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3) BY E-MAIL*: |
sendmaterial@proxyvote.com |
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If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX 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 26, 2018 to facilitate timely delivery.
How To Vote
Please Choose One of the Following Voting Methods |
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Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the
possession of an attendance ticket issued by the entity holding the meeting. Please check the proxy statement for
special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
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 ➔ XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Shareholder Meeting Registration: To attend the meeting in person, go to the Register for Meeting link at
www.proxyvote.com.
The Board of Directors recommends you vote
FOR items 1-3:
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Elections of Directors |
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Nominees: |
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1a. Thomas D. Bell, Jr.
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1b. Wesley G. Bush
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1c. Daniel A. Carp
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1d. Mitchell E. Daniels, Jr.
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1e. Marcela E. Donadio
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1f. Steven F. Leer
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1g. Michael D. Lockhart
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1h. Amy E. Miles
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1i. Martin H. Nesbitt |
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1j. Jennifer F. Scanlon
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1k. James A. Squires |
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1l. John R. Thompson
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The Board of Directors recommends you vote FOR items 1-3: |
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Ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors for the year ending December 31, 2018. |
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Approval of advisory resolution on executive compensation, as disclosed in the proxy statement for the 2018 Annual Meeting of Shareholders. |
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The Board of Directors recommends you vote
AGAINST item 4: |
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If properly presented at the meeting, a
shareholder proposal regarding right to act by
written consent.
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NOTE: In addition, in their discretion, the proxies are
authorized to vote upon such other business as may
properly come before the meeting. |