0000702165-12-000128.txt : 20120802 0000702165-12-000128.hdr.sgml : 20120802 20120802113502 ACCESSION NUMBER: 0000702165-12-000128 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120802 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20120802 DATE AS OF CHANGE: 20120802 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORFOLK SOUTHERN CORP CENTRAL INDEX KEY: 0000702165 STANDARD INDUSTRIAL CLASSIFICATION: RAILROADS, LINE-HAUL OPERATING [4011] IRS NUMBER: 521188014 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08339 FILM NUMBER: 121002362 BUSINESS ADDRESS: STREET 1: THREE COMMERCIAL PL CITY: NORFOLK STATE: VA ZIP: 23510-2191 BUSINESS PHONE: 7576292680 MAIL ADDRESS: STREET 1: THREE COMMERCIAL PL CITY: NORFOLK STATE: VA ZIP: 23510-2191 8-K 1 newCFO8k.htm

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): 
  August 2, 2012 (August 1, 2012)

________________________________

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 Number)

 

 

 

Three Commercial Place

 

(757) 629-2680

Norfolk, Virginia 

23510-9241

 

(Registrant's telephone number, including area code)

(Address of principal executive offices)

 

 

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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Norfolk Southern issued a Press Release on August 1, 2012, announcing two personnel changes among its senior management team.   The press release is attached hereto as Exhibit 99.1.

 

John P. Rathbone, formerly Executive Vice President Administration, was appointed Executive Vice President Finance and Chief Financial Officer.   James A. Squires, formerly Executive Vice President Finance and Chief Financial Officer, was appointed Executive Vice President Administration.   Both appointments were effective August 1, 2012.

 

Mr. Squires, 50, has been employed by Norfolk Southern since 1992, and he served as Executive Vice President Finance and Chief Financial Officer since July 1, 2007, until August 1, 2012, when he became Executive Vice President Administration.   Prior thereto, he served as Executive Vice President Finance from April 1, 2007, until July 1, 2007 and Senior Vice President Financial Planning from 2006 to 2007.

 

Mr. Rathbone, 59, has been employed by Norfolk Southern since 1981 and he served as Executive Vice President Administration since 2004 until August 1, 2012, when he became Executive Vice President Finance and Chief Financial Officer.

 

Norfolk Southern confirms, as required by regulations under the Securities and Exchange Act of 1934, that (1) there is no family relationship between Mr. Rathbone and any director or executive officer of Norfolk Southern, (2) there was no arrangement or understanding between Mr. Rathbone and any other person pursuant to which he was elected to his position with Norfolk Southern, and (3) there is no transaction between Mr. Rathbone and Norfolk Southern that would require disclosure under Item 404(a) of Regulation S-K.   No material plan, contract or arrangement (whether or not written) to which Mr. Rathbone is a party or a participant was entered into or materially amended in connection with his assuming the duties of Chief Financial Officer, and Mr. Rathbone did not receive any grant or award or any modification thereto, under any such plan, contract or arrangement in connection with such event.

 

 

Item 9.01.      Financial Statements and Exhibits

 

(d) Exhibits

 

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

 

Exhibit Number

Description

99.1

Press Release dated August 1, 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:  August 2, 2012

 

                                                                 EXHIBIT INDEX

Exhibit Number

Description

99.1

Press Release dated August 1, 2012.

 

 

 

 

EX-99 2 pressrelease.htm

                                                            FOR IMMEDIATE RELEASE

                                                            August 1, 2012

Norfolk Southern names Rathbone and Squires to new responsibilities

NORFOLK, VA. - Norfolk Southern Corp. (NYSE: NSC) announced two personnel changes to broaden the experience of its senior management team.

            Effective today, John P. Rathbone is named executive vice president finance and chief financial officer, and James A. Squires is named executive vice president administration.   Previously their roles were reversed.

            "Norfolk Southern's experienced senior leadership team is a key strength," said CEO Wick Moorman. "Jim and John are acknowledged industry leaders in their fields. In their new positions, they'll bring insight and energy in continuing to move Norfolk Southern forward."

            Rathbone joined Norfolk Southern in 1981 and served in several auditing positions before being named vice president and controller in 1992, senior vice president and controller in 2000, and executive vice president administration in 2004. A native of Alexandria, Va., he earned a degree from Virginia Tech.

            Squires joined Norfolk Southern in 1992 and served in several law positions before being named vice president law in 2003, senior vice president law in 2004, senior vice president financial planning in 2006, and executive vice president finance in 2007. A native of Hollis, N.H., he earned degrees from Amherst College and the University of Chicago.

Norfolk Southern Corporation is one of the nation's premier transportation companies. Its Norfolk Southern Railway subsidiary operates approximately 20,000 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal and industrial products.

###

Norfolk Southern contacts:

(Media) Frank Brown , 757-629-2710 (fsbrown@nscorp.com)

(Investors) Michael Hostutler, 757-629-2861 (michael.hostutler@nscorp.com)