ISS recommends majority of Norfolk Southern board nominees

Norfolk Southern Corporation Tuesday announced that Institutional Shareholder Services has recommended shareholders support a majority of its director nominees, reflecting a clear endorsement of the company’s management and strategy. The company said, “ISS’s recommendation in favor of a majority of our director nominees underscores the strength and effectiveness of our board, and the ongoing and effective execution of the company’s strategy. Specifically, ISS acknowledges that, “(t)he prevailing strategy appears to be logical, particularly when considered alongside evolving views on rail service…”1 Under Alan’s leadership, Norfolk Southern is accelerating a strategy that balances service, productivity, and growth, with safety at its core, and will deliver top-tier revenue and earnings growth with industry-competitive margins. At this critical point in Norfolk Southern’s transformation, replacing members of our board with Ancora’s inferior nominees would impede this progress, introduce significant risk, and ultimately destroy long-term shareholder value. ISS’s recommendation against Jim Barber is a clear indication that a change in management is not warranted, and further, adding him to the board may create an unfavorable dynamic in the boardroom that would impede the Company’s progress and momentum. All of Norfolk Southern’s director nominees collectively add a wealth of highly relevant experience in the railway and transportation sectors, and important operations, safety, sustainability, risk management, and government regulation expertise. Our highly engaged board is fit-for-purpose to oversee the execution of Norfolk Southern’s balanced strategy, enhance safety and operational performance, and drive smart and sustainable long-term growth for our shareholders. While ISS has recognized the strengths of our crisis-tested CEO Alan Shaw, along with independent directors John Huffard, Claude Mongeau, Richard Anderson, Philip Davidson, Francesca DeBiase, Marcela Donadio, and Christopher Jones – we disagree with ISS’s recommendation as it relates to certain members of Ancora’s slate. The ISS recommendation relating to Ancora’s nominees jeopardizes the election of Norfolk Southern’s board candidates who are critical to the effective oversight of the company, including Amy Miles, Heidi Heitkamp, Thomas Kelleher, Jennifer Scanlon, and John Thompson.”