NSC DEF 14A DEF-14A Report May 9, 2019 | Alphaminr
NORFOLK SOUTHERN CORP

NSC DEF 14A Report ended May 9, 2019

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
2019 PROXY SUMMARYVoting MattersDirector NomineesBUSINESS HIGHLIGHTSResults of Prior Strategic Plan2018 Business HighlightsCORPORATE GOVERNANCE AND THE BOARDITEM 1: Election of DirectorsNomineesFor Terms Expiring in 2020Qualifications of Directors and NomineesDirector IndependenceGovernance Framework and PracticesBoard Leadership StructureLead Independent DirectorBoard Self-Evaluation ProcessBoard Refreshment and SuccessionPlanning PolicyRetirement PolicyDirector EducationDirector Elections Majority Voting Policy andResignation RequirementProxy AccessSpecial MeetingsShareholder EngagementCorporate Sustainability and ResponsibilityRisk OversightRelated Persons TransactionsThe Thoroughbred Code of EthicsBoard Composition and AttendanceCommittees of the BoardCompensation Committee Interlocks andInsider ParticipationCompensation of DirectorsAUDIT COMMITTEE MATTERSITEM 2: Ratification of Appointment of IndependentRegistered Public Accounting FirmAudit Committee ReportEXECUTIVE COMPENSATIONITEM 3: Approval of Advisory Resolution onExecutive CompensationCompensation Committee ReportCompensation Discussion and AnalysisExecutive SummaryOur 2018 Named Executive OfficersObjectives of Compensation ProgramCompensation GovernanceCompensation PoliciesCompensation ComponentsImpact of the Tax Treatment of Awards on NorfolkSoutherns Compensation PoliciesChange-In-Control AgreementsShare Ownership Guidelines for OfficersPolicies and Decisions Regarding the Adjustmentor Recovery of AwardsExecutive Compensation TablesSummary Compensation Table2018 Grants of Plan-Based AwardsOutstanding Equity Awards at FiscalYear-End 2018Option Exercises and Stock Vested in 2018Retirement BenefitsDeferred CompensationPotential Payments Upon a Change in Control orOther Termination of EmploymentCompensation Policy Risk AssessmentPay Ratio DisclosureSHAREHOLDER PROPOSALSITEM 4: Shareholder Proposal Regarding SimpleMajority VoteShareholder Proposal DeadlinesShareholder Recommendations and NominationsOther MattersSTOCK OWNERSHIP INFORMATIONBeneficial Ownership of StockSection 16(a) Beneficial OwnershipReporting ComplianceVOTING AND PROXIESQ&A