NSC DEF 14A DEF-14A Report May 11, 2017 | Alphaminr
NORFOLK SOUTHERN CORP

NSC DEF 14A Report ended May 11, 2017

NORFOLK SOUTHERN CORP
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PROXIES
DEF 14A
Filed on March 31, 2023
DEF 14A
Filed on March 31, 2022
DEF 14A
Filed on March 31, 2021
DEF 14A
Filed on March 27, 2020
DEF 14A
Filed on March 29, 2019
DEF 14A
Filed on March 21, 2018
DEF 14A
Filed on March 22, 2017
DEF 14A
Filed on March 25, 2015
DEF 14A
Filed on March 19, 2014
DEF 14A
Filed on March 20, 2013
DEF 14A
Filed on March 21, 2012
DEF 14A
Filed on March 23, 2011
DEF 14A
Filed on March 22, 2010
TABLE OF CONTENTS
2017 PROXY SUMMARYVoting MattersDirector NomineesBUSINESS HIGHLIGHTSDelivering on Our Five-Year Strategic Plan2016 Business HighlightsCORPORATE GOVERNANCE AND THE BOARDITEM 1: Election of DirectorsNomineesFor Terms Expiring in 2018Qualifications of Directors and NomineesDirector IndependenceGovernance Framework and PracticesBoard Leadership StructureLead Independent DirectorBoard Self-Evaluation ProcessBoard Refreshment and Succession Planning PolicyRetirement PolicyDirector Elections Majority Voting Policy and Resignation RequirementShareholder EngagementProxy AccessSpecial MeetingsRisk OversightRelated Persons TransactionsThe Thoroughbred Code of EthicsBoard Composition and AttendanceCommittees of the BoardCompensation Committee Interlocks and Insider ParticipationCompensation of DirectorsAUDIT COMMITTEE MATTERSITEM 2: Ratification of Appointment of Independent Registered Public Accounting FirmAudit Committee ReportEXECUTIVE COMPENSATIONITEM 3: Approval of Advisory Resolution on Executive CompensationCompensation Committee ReportCompensation Discussion and AnalysisExecutive SummaryOur 2016 Named Executive OfficersObjectives of Compensation ProgramCompensation GovernanceCompensation PoliciesCompensation ComponentsImpact of Tax Treatment of Awards on Norfolk Southerns Compensation PoliciesChange-In-Control AgreementsShare Ownership Guidelines for OfficersPolicies and Decisions Regarding Adjustment or Recovery of AwardsExecutive Compensation TablesSummary Compensation Table2016 Grants of Plan-Based AwardsOutstanding Equity Awards at Fiscal Year-End 2016Option Exercises and Stock Vested in 2016Retirement BenefitsDeferred CompensationPotential Payments Upon a Change in Control or Other Termination of EmploymentCompensation Policy Risk AssessmentITEM 4: Frequency of Advisory Resolution on Executive CompensationSHAREHOLDER PROPOSALSShareholder Proposal DeadlinesShareholder Recommendations and NominationsOther MattersSTOCK OWNERSHIP INFORMATIONBeneficial Ownership of StockSection 16(a) Beneficial Ownership Reporting ComplianceVOTING AND PROXIESQ&A