Not independent
Tenure on this board
1.8 yrs
Also a director at
Trane Technologies PLC (TT)
Meeting calendar
NSC · Special meeting · Friday, November 14, 2025
Norfolk Southern Corp
3 nominees · 5 ballot items.
Union Pacific Share Issuance; Union Pacific Adjournment; Norfolk Southern Merger Agreement; Norfolk Southern Merger-Related Compensation; Norfolk Southern Adjournment.
Market cap
$71.6B
1Y TSR
+25.0%
Board grade
C+
Record date
Oct 6, 2025
Filing
DEFM14A
Meeting concluded · Nov 14, 2025
Follow how the vote landed and what changed on Norfolk Southern Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot5
- 1
The Share Issuance Proposal
ManagementBoard: FORApprove the issuance of Union Pacific common stock pursuant to the merger agreement in connection with the first merger, including the exchange of stock as consideration and related mechanics under Section 312.03(c) of the NYSE Listed Company Manual.
- 2
The Union Pacific Adjournment Proposal
ManagementBoard: FORAuthorize the Union Pacific board to adjourn the Union Pacific special meeting from time to time to solicit additional proxies if necessary to obtain the shareholder approval for the share issuance proposal.
- 3
The Merger Agreement Proposal
ManagementBoard: FORApprove the merger agreement between Norfolk Southern and Union Pacific and the transactions contemplated thereby, including the mergers.
- 4
The Merger-Related Compensation Proposal
ManagementBoard: FORAdvisory (non-binding) vote to approve compensation that may be paid or become payable to Norfolk Southern’s named executive officers in connection with the mergers.
- 5
The Norfolk Southern Adjournment Proposal
ManagementBoard: FORAuthorize the Norfolk Southern board to adjourn the Norfolk Southern special meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Norfolk Southern special meeting to approve the merger agreement proposal.
Director elections
Nominees on the ballot3
Not independent
Tenure on this board
2.1 yrs
Third Norfolk Southern Director (to be determined
Not independent
Tenure on this board
New nominee
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 14,586,659 | $4.2B |
| 2 | STATE STREET CORP | 4.4% | 9,834,046 | $2.8B |
| 3 | DODGE COX | 2.8% | 6,257,750 | $1.8B |
| 4 | BlackRock, Inc. | 2.6% | 5,828,415 | $1.7B |
| 5 | BlackRock, Inc. | 2.2% | 4,845,976 | $1.4B |
| 6 | MILLENNIUM MANAGEMENT LLC | 2.0% | 4,584,086 | $1.3B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.9% | 4,353,710 | $1.2B |
| 8 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.8% | 4,025,893 | $1.2B |
| 9 | Pentwater Capital Management LPActivist | 1.4% | 3,220,000 | $924M |
| 10 | CITADEL ADVISORS LLC | 1.1% | 2,572,326 | $738M |
Peers
Nearest market capOther Industrials sector meetings6
Upcoming shareholder meetings at Norfolk Southern Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.
Planet Labs PbcPL
Annual meeting·Jul 9, 2026·$11.8B
Booz Allen Hamilton Holding CorpBAH
Annual meeting·Jul 22, 2026·$7.3B
Azz IncAZZ
Annual meeting·Jul 7, 2026·$4.6B
American Superconductor CorpAMSC
Annual meeting·Jul 31, 2026·$2.0B
Tic Solutions IncTIC
Annual meeting·Jul 1, 2026·$1.8B
Cra International IncCRAI
Annual meeting·Jul 16, 2026·$920M
Reference
Frequently asked questions
- When is the Norfolk Southern Corp 2025 special meeting?
- Norfolk Southern Corp (NSC) holds its 2025 special shareholder meeting on Friday, November 14, 2025.
- What is the record date for the Norfolk Southern Corp 2025 meeting?
- The record date for the Norfolk Southern Corp 2025 meeting is Monday, October 6, 2025. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Norfolk Southern Corp's 2025 meeting?
- The board is presenting 3 director nominees at the Norfolk Southern Corp 2025 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Norfolk Southern Corp 2025 meeting?
- Shareholders will vote on 5 proposals at the Norfolk Southern Corp 2025 meeting, each tagged with who proposed it and the board's recommendation.
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