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 28, 2025
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 MattersprintDirector NomineesprintBUSINESS HIGHLIGHTSResults of Prior Strategic Planprint2018 Business HighlightsprintCORPORATE GOVERNANCE AND THE BOARDITEM 1: Election of DirectorsNomineesFor Terms Expiring in 2020printQualifications of Directors and NomineesprintDirector IndependenceprintGovernance Framework and PracticesprintBoard Leadership StructureprintLead Independent DirectorprintBoard Self-Evaluation ProcessprintBoard Refreshment and SuccessionPlanning PolicyprintRetirement PolicyprintDirector EducationprintDirector Elections Majority Voting Policy andResignation RequirementprintProxy AccessprintSpecial MeetingsprintShareholder EngagementprintCorporate Sustainability and ResponsibilityprintRisk OversightprintRelated Persons TransactionsprintThe Thoroughbred Code of EthicsprintBoard Composition and AttendanceprintCommittees of the BoardprintCompensation Committee Interlocks andInsider ParticipationprintCompensation of DirectorsprintAUDIT COMMITTEE MATTERSITEM 2: Ratification of Appointment of IndependentRegistered Public Accounting FirmAudit Committee ReportprintEXECUTIVE COMPENSATIONITEM 3: Approval of Advisory Resolution onExecutive CompensationCompensation Committee ReportprintCompensation Discussion and AnalysisprintExecutive SummaryprintOur 2018 Named Executive OfficersprintObjectives of Compensation ProgramprintCompensation GovernanceprintCompensation PoliciesprintCompensation ComponentsprintImpact of the Tax Treatment of Awards on NorfolkSoutherns Compensation PoliciesprintChange-In-Control AgreementsprintShare Ownership Guidelines for OfficersprintPolicies and Decisions Regarding the Adjustmentor Recovery of AwardsprintExecutive Compensation TablesprintSummary Compensation Tableprint2018 Grants of Plan-Based AwardsprintOutstanding Equity Awards at FiscalYear-End 2018printOption Exercises and Stock Vested in 2018printRetirement BenefitsprintDeferred CompensationprintPotential Payments Upon a Change in Control orOther Termination of EmploymentprintCompensation Policy Risk AssessmentprintPay Ratio DisclosureprintSHAREHOLDER PROPOSALSITEM 4: Shareholder Proposal Regarding SimpleMajority VoteShareholder Proposal DeadlinesprintShareholder Recommendations and NominationsprintOther MattersprintSTOCK OWNERSHIP INFORMATIONBeneficial Ownership of StockprintSection 16(a) Beneficial OwnershipReporting ComplianceprintVOTING AND PROXIESQ&A