8-K 1 8-K.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):

May 14, 2013 (May 9, 2013)

________________________________

   

soaring nameunderblacklg

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

 

Bylaw Amendment

On December 21, 2012, the Board of Directors amended the Bylaws of Norfolk Southern 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 Corporation'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 amended Bylaws were approved at the May 9, 2013 Annual Meeting of stockholders.  The amended Bylaws are attached hereto as Exhibit 3(ii).

 

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

 

Norfolk Southern Corporation's Annual Meeting of Stockholders was held on Thursday, May 9, 2013.  The following persons were elected to the Board of Directors for a term of one year:

 

 

FOR

AGAINST

ABSTAIN

Thomas D. Bell, Jr.

217,622,600

1,553,176

917,072

Erskine B. Bowles

214,781,004

4,418,456

893,379

Robert A. Bradway

217,699,010

1,483,484

910,352

Wesley G. Bush

217,487,698

1,723,925

881,227

Daniel A. Carp

215,512,325

3,527,240

932,639

Karen N. Horn

200,085,247

19,037,822

969,598

Burton M. Joyce

217,340,165

1,735,505

898,931

Steven F. Leer

213,965,919

5,258,211

868,717

Michael D. Lockhart

217,717,269

1,443,944

931,634

Charles W. Moorman

212,615,049

6,199,269

1,278,531

Martin H. Nesbitt

217,085,805

1,906,995

1,100,048

John R. Thompson

215,558,429

3,420,127

1,114,291

 

Stockholders ratified the appointment of KPMG LLP as Norfolk Southern's independent registered public accounting firm for 2013.  Stockholders cast 262,966,497 votes for the appointment, 3,313,793 votes against the appointment and abstained from casting 997,634 votes on the appointment of the independent registered public accounting firm.

 

Stockholders approved, on an advisory basis, the compensation of the Corporation's Named Executive Officers.  Stockholders cast 209,507,933 votes for the approval, 8,769,799 votes against the approval, and abstained from casting 1,813,681 votes on the approval of the compensation of the Corporation's Named Executive Officers. 

 






Stockholders approved an amendment to the Corporation’s Bylaws to give stockholders the right to call a special meeting.  Stockholders cast 216,722,608 votes for the amendment, 2,410,626 votes against the amendment, and abstained from casting 959,082 votes on the amendment of the Corporation's Bylaws. 

 

 

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

3(ii)

Bylaws of Norfolk Southern Corporation, as amended effective May 9, 2013

 

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:  May 14, 2013

 

                                                                 EXHIBIT INDEX

Exhibit Number

Description

3(ii)

Bylaws of Norfolk Southern Corporation, as amended effective May 9, 2013