April 20, 2024
BY EMAIL, FEDEX
Jeffrey Sonnenfeld and Steven Tian
c/o Fortune Media
40 Fulton St.
New York, NY 10038
Re: Failure to Retract or Correct the Article Misleading Norfolk Southern’s Shareholders
Messrs. Sonnenfeld and Tian:
We write again on behalf of Ancora Holdings Group, LLC (together with its affiliates, “Ancora”) to express our concern regarding your failure to disclose the nature and extent of your relationship with Norfolk Southern Corporation (“Norfolk Southern”) and its advisors.
We observe that Norfolk Southern has filed your April 15, 2024 article as proxy solicitation materials with the U.S. Securities and Exchange Commission (“SEC”). This disclosure does not address the real issue, which is that we believe there remain many material misstatements and omissions in your article and in your accompanying presentation.
It appears that one of the major omissions relates to the nature and extent of your relationship with Norfolk Southern and its advisors. Unless and until you retract your article and disclose the nature and the extent of those relationships, serious concerns remain that your article and accompanying presentation constitute unlawful solicitation materials under the SEC’s proxy rules.
You have a history of attacking investors who are running proxy contests against clients of your program’s donors. Is Yale University aware of the way you are using their name to advance the agenda of the failing management team of a major American corporation? Ancora reserves all rights with respect to the matters described in this letter.
Sincerely, /s/ Richard Brand Richard Brand Cadwalader, Wickersham & Taft LLP
Tel (212) 504-5757 Fax (212) 504-6666
cc:Michael J. Aiello, Partner, Weil, Gotshal & Manges LLP Denise W. Hutson, Legal Secretary, Norfolk Southern Corporation
Alan Murray, Chief Executive Officer, Fortune Media Steven Weissman, General Counsel, Fortune Media Alexander E. Dreier, Senior Vice President and General Counsel, Yale University
James Chadwick, President, Alternatives, Ancora Alternatives LLC