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0001181431-12-038844.txt : 20120702 0001181431-12-038844.hdr.sgml : 20120702 20120702161736 ACCESSION NUMBER: 0001181431-12-038844 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120630 FILED AS OF DATE: 20120702 DATE AS OF CHANGE: 20120702 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GENESEE & WYOMING INC CENTRAL INDEX KEY: 0001012620 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 060984624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036293722 MAIL ADDRESS: STREET 1: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: REESE ANN N CENTRAL INDEX KEY: 0001022718 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31456 FILM NUMBER: 12940564 MAIL ADDRESS: STREET 1: C/O GENESEE & WYOMING INC. STREET 2: 66 FIELD POINT ROAD CITY: GREENWICH STATE: CT ZIP: 06901 4 1 rrd349960.xml JUNE 30 AWARD X0306 4 2012-06-30 0 0001012620 GENESEE & WYOMING INC GWR 0001022718 REESE ANN N C/O GENESEE & WYOMING INC. 66 FIELD POINT ROAD GREENWICH CT 06830 1 0 0 0 Class A Common Stock, $.01 par value 2012-06-30 4 A 0 618 50.89 A 2913 D These are deferred stock units acquired pursuant to the deferred stock arrangements for non-employee directors in accordance with the terms of the Second Amended and Restated 2004 Omnibus Incentive Plan ("Omnibus Plan") of Genesee & Wyoming Inc. (the "Company"). The deferred stock units are converted into shares of the Company's Class A Common Stock on a one-for-one basis upon distribution. Distribution of shares of Class A Common Stock occurs the first day of the calendar month after a directors' service on the Company's Board of Directors terminates or upon another date or dates designated by the director pursuant to the Omnibus Plan. Allison M. Fergus, Attorney-in-Fact for Ann N. Reese 2012-07-02 EX-24. 2 rrd314036_354721.htm POWER OF ATTORNEY rrd314036_354721.html

Power of Attorney

Know all by these presents, that the undersigned hereby constitutes and appoints Allison M.
Fergus the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an
officer and/or director of Genesee & Wyoming Inc. (the "Company"), Forms 3, 4, and 5
in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Form 3, 4, or 5, complete and
execute any amendment or amendments thereto, and timely file such form with the
United States Securities and Exchange Commission and any stock exchange or similar
authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by, the undersigned, it being understood that the documents executed by
such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
shall be in such form and shall contain such terms and conditions as such attorney-in-fact
may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and
perform any and every act and thing whatsoever requisite, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-
fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted.

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at
the request of the undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as of this 8th day of January, 2012.

/s/ Ann N. Reese
Name