Norfolk Southern (NSC) Proxy filing summary

Executive summary

• Announced a proposed merger with Union Pacific to create the first transcontinental railroad, aiming for improved service, competitiveness, and long-term shareholder returns.

• Achieved record safety, service, and operational improvements in 2025, including lowest injury and accident rates in over a decade and all-time record fuel efficiency.

• Delivered strong financial results: $12.2B in operating revenues, 10% EPS growth, and a 220 basis point improvement in operating ratio compared to 2024.

• Exceeded productivity targets, removing $216M in annual costs and completing a $2.2B capital budget on time and on budget.

• Advanced sustainability initiatives, including 26 million gallons of diesel saved, over 1,000 locomotive modernizations, and the launch of RailGreen for emissions reduction.

Voting matters and shareholder proposals

• Shareholders will vote on the election of 12 directors for a one-year term, ratification of KPMG LLP as independent auditor for 2026, and approval of the advisory resolution on executive compensation.

• Board recommends voting FOR all proposals.

• Proxy access allows up to 20 shareholders holding at least 3% of shares for three years to nominate directors.

• Shareholders can submit proposals and director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• Board refreshed with nine new directors since July 2023; current slate brings diverse expertise in transportation, finance, safety, and technology.

• 11 of 12 director nominees are independent; Board Chair is independent and separate from CEO.

• Enhanced governance in 2025: recalibrated committee responsibilities, elevated risk management and cybersecurity oversight to the full Board, and adopted a new Code of Ethics for directors.

• Annual board and committee self-evaluations, director onboarding, and continuing education programs in place.

• Majority voting standard with resignation policy for directors in uncontested elections.