Norfolk Southern Corporation Thursday sent a letter to shareholders highlighting the collective strength of its board of directors and its commitment to acting in shareholders' best interests. Norfolk Southern's highly qualified and engaged board has taken decisive action to drive long-term shareholder value. They are holding management accountable, addressing shareholder feedback, and enhancing safety and operational performance. The letter highlights the board's:
• Independent oversight to ensure the successful execution of our balanced strategy. Norfolk Southern's board is an agent of change, advancing shareholders' interests. The board has executed significant corporate governance enhancements, directed transformational initiatives to improve safety and operational performance, and amended executive compensation policies to ensure performance accountability.
• Proven skills and experience that are essential to guide Norfolk Southern forward. The intentional composition of the board supports our ability to drive long-term shareholder value. The directors bring complementary expertise and have important knowledge across rail transportation, operations, regulatory, safety, sustainability, and cybersecurity. These, coupled with effective independent board oversight, will help close the gap with our peers.
• Steadfast commitment to bringing in fresh ideas and diverse perspectives. In 2023, Adm. Philip Davidson, USN, Ret., and Francesca DeBiase, former EVP and chief supply chain and sustainability officer of McDonald's Corporation, were appointed to the board. Now, Norfolk Southern looks forward to welcoming Richard Anderson, former CEO of Delta Air Lines and Amtrak, and former U.S. Sen. and rail safety advocate Mary Kathryn "Heidi" Heitkamp, at this year's Annual Meeting. These new nominees underscore the board's ongoing, comprehensive refreshment process, which includes appointing six new directors to the board in the past five years and nominating two new directors this year.
In contrast, Ancora Alternatives LLC's ("Ancora") slate is seeking wholesale change to push through its short-term focused agenda, which would put the company's franchise at risk and be detrimental to shareholder value.
Ancora's nominees would:
• Unseat incumbents who are essential to ensuring the proper oversight of the company and effective functioning of the board
• Replace our qualified director nominees with inferior nominees with little board and safety experience
• Handicap the board with inexperienced members and create a dearth of leadership and continuity at a pivotal time for Norfolk Southern
Ancora's reckless plan and demands for an overhaul of management and the board would decelerate the momentum of Norfolk Southern's strategic transformation, force substantial furloughs, and destroy long-term value for shareholders.
