Norfolk Southern (NS) on Nov. 14 reported entering into a “cooperation agreement” with Ancora Holdings Group, LLC (together with certain of its affiliates; Ancora) in which the organizations will work together to identify and add an independent director to NS’s Board.
The new director is “expected to enhance the Board’s gender diversity and executive leadership experience,” according to NS, and will expand railroad’s Board to 14 members, including 13 independent members.
“We are making meaningful progress on key operational metrics, as evidenced by our strong third-quarter 2024 results in which we drove productivity, grew volumes, and delivered notable margin improvement,” NS CEO Mark George said. “Our strategy is unlocking the full value of the business for shareholders, customers, communities and employees. I am confident that together with Ancora we will find the right independent director to join our Board and support our team as we continue to build on the positive momentum that is under way at Norfolk Southern.”
“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,” said Frederick D. DiSanto, Chairman and CEO of Ancora, and James Chadwick, President of Ancora Alternatives LLC. “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 [NS Executive Vice President and Chief Operating Officer John Orr] go-forward actions to drive enhanced value for shareholders and all other stakeholders.”
According to NS, pursuant to the cooperation agreement Ancora has agreed to withdraw its nomination of four director candidates for election at the NS 2025 Annual Meeting of Shareholders and to vote in accordance with the Board’s recommendations in connection with any vote of NS shareholders, including at the 2025 Annual Meeting, and to a standstill provision. The full agreement has been filed on a Form 8-K with the Securities and Exchange Commission.
Further Reading:
- Rail Insights 2024 with NS EVP and COO John Orr – RAIL GROUP ON AIR
- NS: Proxy Battle Ends With Favorable Results
- Norfolk Southern Pulling Out of the Station After Proxy Fight, Leaving Activist Ancora in the Dust
- For NS, a Final White-Card Push
- NS Files Definitive Proxy Statement With SEC
- NS and Ancora: What is the Oracle’s View?
- Report: Activist Investor Attempting NS Takeover
