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 08, 2026 (May 7, 2026)

 

 

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 No.)
650 West Peachtree Street NW
Atlanta, Georgia				30308-1925
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 855 667-3655

 

(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:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Norfolk Southern Corporation Common Stock (Par Value $1.00)		NSC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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

Norfolk Southern Corporation (the “Corporation”) held its 2026 Annual Meeting of Shareholders on May 7, 2026.

 

Proposal 1 – Election of Directors

Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Richard H. Anderson		152,512,632		1,482,330		647,482		29,538,903
William Clyburn, Jr.		152,233,704		1,979,216		429,524		29,538,903
Philip S. Davidson		153,435,546		849,468		357,430		29,538,903
Francesca A. DeBiase		152,004,541		2,298,676		339,227		29,538,903
Marcela E. Donadio		151,629,036		2,673,402		340,005		29,538,903
Sameh Fahmy		152,607,463		1,676,013		358,967		29,538,903
Mark R. George		153,449,212		856,767		336,465		29,538,903
Mary K. Heitkamp		152,207,108		2,012,797		422,539		29,538,903
John C. Huffard, Jr.		148,653,437		5,622,830		366,177		29,538,903
Christopher T. Jones		153,454,635		805,321		382,488		29,538,903
Gilbert H. Lamphere		152,909,098		1,380,458		352,888		29,538,903
Lori J. Ryerkerk		152,274,397		1,924,124		443,923		29,538,903

 

 

Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm

Shareholders ratified the appointment of KPMG LLP as the Corporation’s independent registered public accounting firm for the year ending December 31, 2026, by the following count:

 

	Votes For		Votes Against		Abstentions
	173,549,280		10,296,435		335,631

 

Proposal 3 – Advisory Resolution on Executive Compensation (“Say on Pay”)

Shareholders approved, on an advisory basis, the resolution on executive compensation, as disclosed in the proxy statement for the 2026 Annual Meeting of Shareholders, by the following count:

	Votes For		Votes Against		Abstentions		Broker Non-Votes
	145,144,991		8,525,943		971,510		29,538,903

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NORFOLK SOUTHERN CORPORATION (Registrant)
		By:	/s/ Jeremy Ballard
			Name: Jeremy Ballard Title: Corporate Secretary Date: May 8, 2026