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Shareholders of Norfolk Southern (NSC) approve directors, pay plan and KPMG

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Norfolk Southern Corporation reported the results of its 2026 Annual Meeting of Shareholders held on May 7, 2026. Shareholders elected twelve directors, each receiving over 148 million votes in favor, with broker non-votes of 29,538,903 recorded for each nominee.

Shareholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for the year ending December 31, 2026, with 173,549,280 votes for and 10,296,435 against. In addition, the advisory resolution on executive compensation received 145,144,991 votes in favor and 8,525,943 against, indicating overall support for the company’s pay programs.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Highest director votes for 153,454,635 votes Votes for Christopher T. Jones election as director
Lowest director votes for 148,653,437 votes Votes for John C. Huffard, Jr. election as director
Broker non-votes on director elections 29,538,903 shares Broker non-votes recorded for each director nominee
KPMG ratification votes for 173,549,280 votes Ratification of KPMG LLP as 2026 independent auditor
KPMG ratification votes against 10,296,435 votes Votes against ratifying KPMG LLP as auditor
Say on Pay votes for 145,144,991 votes Advisory approval of executive compensation resolution
Say on Pay votes against 8,525,943 votes Votes against advisory executive compensation resolution
Broker Non-Votes financial
"Votes For | | Votes Against | | Abstentions | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Advisory Resolution on Executive Compensation financial
"Proposal 3 – Advisory Resolution on Executive Compensation (“Say on Pay”)"
Say on Pay financial
"Proposal 3 – Advisory Resolution on Executive Compensation (“Say on Pay”)"
Say on pay is a shareholder vote—typically nonbinding—on a company’s executive compensation package, allowing investors to approve or reject how top managers are paid. Think of it as a public performance review: widespread disapproval can signal poor governance, prompt changes to pay practices, attract activist investors, and influence investor confidence and share value. It matters because it gives owners a direct way to influence compensation that affects company incentives and long-term performance.
Annual Meeting of Shareholders financial
"held its 2026 Annual Meeting of Shareholders on May 7, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
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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): May 08, 2026 (May 7, 2026)

 

 

Norfolk Southern Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Virginia

1-8339

52-1188014

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

650 West Peachtree Street NW

 

Atlanta, Georgia

 

30308-1925

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 855 667-3655

 

 

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Norfolk Southern Corporation Common Stock (Par Value $1.00)

 

NSC

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

Norfolk Southern Corporation (the “Corporation”) held its 2026 Annual Meeting of Shareholders on May 7, 2026.

 

Proposal 1 – Election of Directors

Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:

 

 

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

Richard H. Anderson

 

152,512,632

 

1,482,330

 

647,482

 

29,538,903

William Clyburn, Jr.

 

 152,233,704

 

1,979,216

 

429,524

 

29,538,903

Philip S. Davidson

 

153,435,546

 

849,468

 

357,430

 

29,538,903

Francesca A. DeBiase

 

152,004,541

 

 2,298,676

 

339,227

 

29,538,903

Marcela E. Donadio

 

151,629,036

 

 2,673,402

 

340,005

 

29,538,903

Sameh Fahmy

 

 152,607,463

 

1,676,013

 

358,967

 

29,538,903

Mark R. George

 

153,449,212

 

856,767

 

336,465

 

29,538,903

Mary K. Heitkamp

 

152,207,108

 

2,012,797

 

422,539

 

29,538,903

John C. Huffard, Jr.

 

148,653,437

 

5,622,830

 

366,177

 

29,538,903

Christopher T. Jones

 

153,454,635

 

805,321

 

382,488

 

29,538,903

Gilbert H. Lamphere

 

152,909,098

 

 1,380,458

 

352,888

 

29,538,903

Lori J. Ryerkerk

 

152,274,397

 

 1,924,124

 

443,923

 

29,538,903

 

 

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

Shareholders ratified the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026, by the following count:

 

 

Votes For

 

Votes Against

 

Abstentions

 

173,549,280

 

10,296,435

 

335,631

 

Proposal 3 – Advisory Resolution on Executive Compensation (“Say on Pay”)

Shareholders approved, on an advisory basis, the resolution on executive compensation, as disclosed in the proxy statement for the 2026 Annual Meeting of Shareholders, by the following count:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

 

145,144,991

 

8,525,943

 

971,510

 

29,538,903

 

 

SIGNATURES

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

 

 

 

NORFOLK SOUTHERN CORPORATION
(Registrant)

 

 

 

 

 

 

By:

/s/ Jeremy Ballard

 

 

 

Name: Jeremy Ballard
Title: Corporate Secretary
Date: May 8, 2026

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Norfolk Southern (NSC) shareholders decide about the board of directors at the 2026 meeting?

Shareholders elected twelve directors to one-year terms, with each nominee receiving at least about 148.6 million votes in favor. Broker non-votes totaled 29,538,903 for each nominee, indicating that the slate received broad support from voting shareholders at the 2026 Annual Meeting.

How did Norfolk Southern (NSC) shareholders vote on the company’s independent auditor for 2026?

Shareholders ratified KPMG LLP as Norfolk Southern’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 173,549,280 shares in favor, 10,296,435 against, and 335,631 abstentions, confirming continued shareholder approval of KPMG as the external auditor.

What were the results of Norfolk Southern (NSC) shareholders’ advisory vote on executive compensation?

Shareholders approved the advisory resolution on executive compensation, often called “Say on Pay,” with 145,144,991 votes for and 8,525,943 against. There were 971,510 abstentions and 29,538,903 broker non-votes, reflecting overall support for the compensation program described in the proxy statement.

How many broker non-votes were recorded in Norfolk Southern’s (NSC) 2026 shareholder meeting proposals?

For the director elections and the advisory vote on executive compensation, broker non-votes totaled 29,538,903 shares. Broker non-votes arise when brokers lack authority to vote uninstructed shares on certain proposals, and they can affect quorum calculations without counting as votes for or against.

Which firm will audit Norfolk Southern’s (NSC) financial statements for the year ending December 31, 2026?

KPMG LLP will serve as Norfolk Southern’s independent registered public accounting firm for the year ending December 31, 2026. Shareholders ratified KPMG’s appointment with strong majority support, based on the disclosed vote totals, continuing the company’s relationship with this external audit firm.

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