Norfolk Southern (NSC) announces shareholders have elected 10 of the company’s director nominees and 3 Ancora's nominees
Key Summary: On February 20, 2024, Ancora Advisors nominated eight board candidates alongside a presentation criticizing Norfolk Southern's leadership. They expressed concerns over CEO Alan Shaw's performance on February 22 and released proxy materials on February 28. Ancora issued an open letter to the board on March 1, highlighting concerns over CEO pay and management decisions. On April 26, The Brotherhood of Locomotive Engineers and Trainmen endorsed Ancora's slate, followed by support from Cleveland-Cliffs CEO on April 27. On April 29, Glass Lewis supported six of Ancora's nominees for the Norfolk Southern board. The next day, ISS suggested shareholders back five of Ancora's seven nominees and seven of Norfolk Southern's nominees. Then, on May 2, Egan-Jones advised shareholders to elect all seven of Ancora's nominees. At the AGM held on May 9, 2024, shareholders elected 10 of company's director nominees and 3 Ancora's nominees to the Board. Market Cap: $58 billion | Norfolk Southern Corporation, together with its subsidiaries, engages in the rail transportation of raw materials, intermediate products, and finished goods in the United States.
On February 20, 2024, Ancora Advisors announced the nomination of eight candidates for election to the Board at the 2024 AGM. Also, it issued an Investor Presentation titled “The Case for Leadership, Safety and Strategy Changes at Norfolk Southern”
On February 22, 2024, Ancora Advisors issued a press release expressing concerns over CEO Alan Shaw's performance and criticized the company's lobbying efforts to protect his position as a top-paid executive.
On February 28, 2024, Ancora Advisors posted its proxy materials to its campaign website at www.movenscforward.com.
On March 1, 2024, Ancora Advisors issued an open letter to the Chairman of the Board expressing concerns over decisions to increase CEO pay and conduct what they perceived as a negative campaign. The letter questioned the board's allegiance to the CEO and urged them to focus on constructive dialogue and value creation. Ancora also highlighted their nomination of director candidates and a proposed management team. They criticized the board's compensation decisions and accused them of engaging in smear tactics. The letter emphasized the importance of a fair and fact-based election contest and invited the board to consider constructive alternatives.
On March 20, 2024, Ancora Advisors criticized the company for hiring COO Mr. Orr in a $25 million deal, arguing it benefited competitors and harmed shareholders. They condemned the lack of a thorough search and shareholder input, highlighting Orr's inexperience and the overlooked candidacy of Jamie Boychuk. Ancora called for leadership changes, accusing the board and CEO of prioritizing self-interest over shareholder value. Source
On March 28, 2024, Ancora Advisors posted its proxy materials to its campaign website at www.movenscforward.com.
On April 26, 2024, The Brotherhood of Locomotive Engineers and Trainmen, affiliated with the International Brotherhood of Teamsters, endorses Ancora's full slate of directors and proposed management team for the company. Source
On April 27, 2024, Lourenco Goncalves, Chairman, President, and CEO of Cleveland-Cliffs Inc., expressed support for Fred DiSanto and James Chadwick of Ancora in their proxy fight with the company. Goncalves emphasized that while Cleveland-Cliffs is a major customer of Norfolk Southern, the outcome of the proxy battle will not affect their business relationship. He cited Cleveland-Cliffs' past success with shareholder activism and believes in Ancora's plan. Goncalves assured continued collaboration with both Ancora and Norfolk Southern regardless of the proxy battle's outcome. Source
On April 29, 2024, Glass Lewis has endorsed six of activist investor Ancora's nominees for the board of Norfolk Southern. Source
On April 30, 2024, ISS recommended that shareholders support five of Ancora's seven nominees and seven Norfolk Southern nominees. But the proxy advisory firm recommended that shareholders withhold support from incumbent board chair Amy Miles. Also, ISS endorsed current CEO Alan Shaw's re-election. Source
On May 2, 2024, Egan-Jones recommended that shareholders elect all seven of Ancora's nominees to the Board.
On May 6, 2024, Ancora Advisors sent a letter to the Chairman of the Board expressing concerns about Director Claude Mongeau's suitability due to his involvement with companies facing regulatory issues. It highlighted his tenure on the boards of SNC-Lavalin Group Inc. and TD Bank, both facing significant compliance problems. Given Norfolk Southern's heightened regulatory scrutiny, the letter suggested Mongeau's resignation in light of ongoing investigations and regulatory concerns.
At the AGM held on May 9, 2024, shareholders elected 10 of company's director nominees and 3 Ancora's nominees to the Board.