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NORFOLK SOUTHERN CORP FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

May 13, 2014



Item 5.07. Submission of Matters to a Vote of Security Holders.

Norfolk Southern Corporation's Annual Meeting of Stockholders was held on Thursday, May 8, 2014. The following persons were elected to the Board of Directors for a term of one year:

FOR AGAINST ABSTAIN



Thomas D. Bell, Jr. 212,127,342 1,737,407 953,173 Erskine B. Bowles 209,119,162 4,740,715 958,046 Robert A. Bradway 210,952,412 2,791,832 1,073,679 Wesley G. Bush 212,184,935 1,593,783 1,039,204 Daniel A. Carp 210,775,517 3,059,405 983,001 Karen N. Horn 193,521,123 20,229,023 1,067,776 Steven F. Leer 206,839,757 6,968,812 1,009,354 Michael D. Lockhart 212,336,516 1,391,775 1,089,632 Amy W. Miles 211,147,579 2,751,929 918,415 Charles W. Moorman 206,620,097 4,456,830 3,740,997 Martin H. Nesbitt 211,967,441 1,879,497 970,986 James A. Squires 210,060,761 3,893,949 863,213 John R. Thompson 211,731,663 2,091,686 994,574

Stockholders ratified the appointment of KPMG LLP as Norfolk Southern's independent registered public accounting firm for 2014. Stockholders cast 256,796,575 votes for the appointment; 2,451,817 votes against the appointment; and abstained from casting 901,117 votes on the appointment of the independent registered public accounting firm.

Stockholders approved, on an advisory basis, the compensation of the Corporation's Named Executive Officers. Stockholders cast 202,353,345 votes for the approval; 7,673,087 votes against the approval; and abstained from casting 4,791,489 votes on the approval of the compensation of the Corporation's Named Executive Officers.

The stockholder proposal recommending an independent chair of the board of directors was not presented at the meeting, so no action was taken on the proposal.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


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Source: Edgar Glimpses


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