Ancora Secures Meaningful Change at Norfolk Southern

Rhea-AI Summary

Ancora Holdings Group, , along with its affiliates, secured meaningful changes at Norfolk Southern 's 2024 Annual Meeting of Shareholders, with the election of Ancora nominees to the Board of Directors. The preliminary voting results indicated a vote of no confidence in CEO Alan Shaw, emphasizing the need for changes in leadership and strategy. The company will continue to push for further changes ahead of the upcoming government report.

Positive

• Successful election of Ancora nominees to Norfolk Southern's Board of Directors.

• Shareholders' support for changes in leadership and strategy at the company.

• Clear message to replace the unqualified CEO and reconsider the ineffective strategy.

• First step taken towards turning around Norfolk Southern by electing new directors.

Negative

• CEO Alan Shaw received a vote of no confidence with only 50% support from shareholders.

• Industry-worst customer delivery times, severe derailments, and share price underperformance under current leadership.

• Persistent challenges faced by Norfolk Southern necessitate further action for improvement.

Preliminary Voting Results for 2024 Annual Meeting Indicate Shareholders Have Elected Ancora Nominees William Clyburn, Jr., Sameh Fahmy and Gilbert Lamphere

Results Also Indicate Shareholders Have Not Supported Amy Miles (Board Chair), Jennifer Scanlon (Chair of Governance and Nominating Committee) and John Thompson (Chair of Human Capital Management and Compensation Committee)

Highlights CEO Alan Shaw Essentially Received a Vote of No Confidence, With Barely 50% of the Company’s Outstanding Shares Supporting Him

Underscores the Campaign for Changes in Leadership and Strategy Will Continue Ahead of Next Month’s Government Report on the East Palestine Derailment and Toxic Burn

CLEVELAND--(BUSINESS WIRE)-- Ohio-based Ancora Holdings Group, LLC (collectively with its affiliates, “Ancora” or “we”) today commented on the prospective outcome of Norfolk Southern Corporation’s (NYSE: NSC) (“Norfolk Southern” or the “Company”) 2024 Annual Meeting of Shareholders (the “Annual Meeting”). Based on preliminary vote results, shareholders voted to elect Ancora nominees William Clyburn, Jr., Sameh Fahmy and Gilbert Lamphere to the Company’s Board of Directors (the “Board”) at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”). This means that a majority of Norfolk Southern’s Board will now be comprised of directors nominated or unopposed by Ancora.

Frederick D. DiSanto, Chairman and Chief Executive Officer of Ancora, and James Chadwick, President of Ancora Alternatives LLC, commented:

“It’s an extremely positive development for shareholders that this campaign has driven significant changes at Norfolk Southern, including the ouster of the Board Chair, Governance Committee Chair and Compensation Committee Chair. This represents a loud and clear message to replace the Company’s unqualified CEO and reconsider its ineffective strategy, which has driven industry-worst customer delivery times, severe derailments and persistent share price underperformance. Notably, CEO Alan Shaw received what we deem a resounding vote of no confidence based on preliminary voting results that indicate he barely received support from holders of 50% of the Company’s outstanding shares. The first step toward turning around Norfolk Southern has been taken by electing Messrs. Clyburn, Fahmy and Lamphere. Given that we have no standstill agreement and a clear mandate from a critical mass of shareholders, we will continue to hold Mr. Shaw to account and push for the appointment of a qualified operator who can actually drive shareholder value. The campaign for change at this great American railroad will continue.”

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About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora’s comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. For more information about Ancora, please visit https://ancora.net.

Advisors

Cadwalader, Wickersham & Taft LLP is serving as legal advisor, with Longacre Square Partners LLC serving as communications and strategy advisor and D.F. King & Co., Inc. serving as proxy solicitor.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information herein contains “forward-looking statements.” Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as “may,” “will,” “expects,” “intends,” “believes,” “anticipates,” “plans,” “estimates,” “projects,” “potential,” “targets,” “forecasts,” “seeks,” “could,” “should” or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements relate to future events or future performance and involve known and unknown risks, uncertainties, and other factors that may cause actual results, levels of activity, performance or achievements or those of the industry to be materially different from those expressed or implied by any forward-looking statements. Norfolk Southern Corporation, a Virginia corporation (“Norfolk Southern”), has also identified additional risks relating to its business in its public filings with the Securities and Exchange Commission (the “SEC”). Ancora Alternatives LLC (“Ancora Alternatives”), and as applicable the other participants in the proxy solicitation, have based these forward-looking statements on current expectations, assumptions, estimates, beliefs, and projections. While Ancora Alternatives and the other participants, as applicable, believe these expectations, assumptions, estimates, and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which involve factors or circumstances that are beyond the participants’ control. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if the underlying assumptions of Ancora Alternatives or any of the other participants described herein prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Ancora Alternatives that the future plans, estimates or expectations contemplated will ever be achieved. You should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Except to the extent required by applicable law, neither Ancora Alternatives nor any participant will undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events.

Certain statements and information included herein have been sourced from third parties. Ancora Alternatives does not make any representations regarding the accuracy, completeness or timeliness of such third party statements or information. Except as may be expressly set forth herein, permission to cite such statements or information has neither been sought nor obtained from such third parties. Any such statements or information should not be viewed as an indication of support from such third parties for the views expressed herein.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240509439546/en/

Longacre Square Partners

Greg Marose / Charlotte Kiaie, 646-386-0091

MoveNSCForward@longacresquare.com

D.F. King & Co., Inc.

Edward McCarthy

212-229-2634

MoveNSCForward@dfking.com

Source: Ancora Holdings Group, LLC

FAQ

Who were the Ancora nominees elected to Norfolk Southern's Board of Directors?

William Clyburn, Jr., Sameh Fahmy, and Gilbert Lamphere were elected as directors.

What does the preliminary voting results indicate about CEO Alan Shaw?

The results indicate that he received barely 50% support from the company's outstanding shares, signaling a vote of no confidence.

What changes will Ancora push for at Norfolk Southern?

Ancora will advocate for the appointment of a qualified operator to drive shareholder value and further changes in leadership and strategy.