Norfolk Southern to add new independent director in cooperation pact with Ancora

Norfolk Southern (NSC) announced that it has entered into a cooperation agreement with Ancora Holdings after constructive engagement. Under the terms of the agreement, Norfolk Southern and Ancora will work together to identify an independent director to join the company’s board of directors. The addition of the new director, who is expected to enhance the board’s gender diversity and executive leadership experience, will expand Norfolk Southern’s Board to 14 members, including 13 independent members. Pursuant to the cooperation agreement, Ancora has agreed to withdraw its nomination of four director candidates for election at the Norfolk Southern 2025 Annual Meeting of Shareholders. Ancora has also agreed to vote in accordance with the board’s recommendations in connection with any vote of Norfolk Southern shareholders, including at the 2025 Annual Meeting, and to a standstill provision. Frederick DiSanto, Chairman and Chief Executive Officer of Ancora, and James Chadwick, President of Ancora Alternatives LLC, said, “In our view, it’s a new day at Norfolk Southern following Board refreshment, management enhancements, and new leadership’s efforts to establish a disciplined and operationally led network. The Company’s focus on governance and its overall progress is further evidenced by the Board’s decisive action with respect to its internal investigation, which we are told has been thorough and wide ranging. The Norfolk Southern of today is on the right track, and we look forward to continuing to support Mark and John’s go-forward actions to drive enhanced value for shareholders and all other stakeholders.”