UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): 

December 21, 2012 (December 21, 2012)

________________________________

   

NORFOLK SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)

________________________________

 

 

No Change
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ]    Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

 

[  ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
        (17 CFR 240.14d-2(b))

 

[  ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
        (17 CFR 240.13e-4(c))

     

 

Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Pending Bylaw Amendment

            On December 21, 2012, the Board of Directors of Norfolk Southern Corporation amended the Bylaws of the Corporation, subject to stockholder approval of the amendment at the next Annual Meeting of stockholders, to permit holders of record of at least twenty (20%) percent of the voting power of the Company's outstanding common stock to call a special meeting of stockholders by written request filed with the Corporate Secretary and otherwise in accordance with the Bylaws.   The pending amendments to Article I of the Bylaws are attached as an exhibit to this Form 8-K.  

 

Item 9.01.    Financial Statements and Exhibits.

 

(d) Exhibits

 

               The following exhibit is filed as part of this Current Report on Form 8-K:

 

Exhibit Number	Description
3(ii)	The Bylaws of Norfolk Southern Corporation, as amended December 21, 2012

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

                                                            SIGNATURES

                                                            NORFOLK SOUTHERN CORPORATION

                                                            (Registrant)

                                                            

                                                                    /s/ Howard D. McFadden                      

                                                            Name:  Howard D. McFadden
                                                            Title:    Corporate Secretary

Date:  December 21, 2012

 

                                                              EXHIBIT INDEX

Exhibit Number	Description
3(ii)	The Bylaws of Norfolk Southern Corporation, as amended December 21, 2012

 

---