Independent
Tenure on this board
2.2 yrs
Meeting calendar
NSC · Annual meeting · Thursday, May 7, 2026
Norfolk Southern Corp
12 nominees · 3 ballot items.
Election of 12 directors; Ratification of KPMG LLP as independent registered public accounting firm for 2026; Advisory approval of executive compensation (Say-on-Pay).
Market cap
$76.4B
1Y TSR
+19.3%
Board grade
C+
Record date
Mar 2, 2026
Filing
DEF 14A
Meeting concluded · May 7, 2026
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 ballot3
- 1
Election of 12 Directors for a One-Year Term
ManagementBoard: FORElect 12 nominees to the Board of Directors for one-year terms expiring at the 2027 Annual Meeting.
- 2
Ratification of Appointment of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.
- 3
Approval of Advisory Resolution on Executive Compensation (Say-on-Pay
ManagementBoard: FORApprove, on an advisory basis, the compensation of the Named Executive Officers as disclosed in the proxy statement.
More detail
The proposal requests an advisory (non-binding) shareholder vote to approve the Company’s executive compensation program as disclosed in the proxy statement. Management is seeking shareholder endorsement to validate its compensation design, which includes a mix of base salary, annual incentives tied to operating ratio, operating income, revenue, service, and safety metrics, and long-term incentives largely composed of PSUs (weighted to ROAIC and relative TSR), RSUs, and stock options. Management’s rationale emphasizes alignment with shareholder interests through pay-for-performance features, governance enhancements following a poor 2024 Say-on-Pay vote (including increased shareholder engagement, committee restructurings, and plan design changes), and retention measures related to the pending merger with Union Pacific. The board recommends a FOR vote, arguing that the program is responsive to shareholder feedback, includes robust clawback and anti-hedging policies, and ties pay to multi-year performance measures. The committee also points to a 95% prior say-on-pay approval in 2025 as evidence of investor support for recent changes.
Director elections
Nominees on the ballot12
Independent
Tenure on this board
2.2 yrs
Independent
Tenure on this board
3.0 yrs
Also a director at
Par Pacific Holdings Inc (PARR)Aerovironment Inc (AVAV)
Independent
Tenure on this board
3.0 yrs
Also a director at
Sysco Corp (SYY)
Independent
Tenure on this board
9.6 yrs
Also a director at
Nov Inc (NOV)Freeport-mcmoran Inc (FCX)
Independent
Tenure on this board
2.2 yrs
Not independent
Tenure on this board
1.9 yrs
Also a director at
Trane Technologies PLC (TT)
Independent
Tenure on this board
2.2 yrs
Independent
Tenure on this board
6.4 yrs
Also a director at
Tenable Holdings Inc (TENB)
Independent
Tenure on this board
6.4 yrs
Independent
Tenure on this board
2.2 yrs
Independent
Tenure on this board
1.5 yrs
Also a director at
Eaton Corp PLC (ETN)Cencora Inc (COR)
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.
U-haul Holding CoUHAL
Annual meeting·Aug 20, 2026·$14.2B
Booz Allen Hamilton Holding CorpBAH
Annual meeting·Jul 22, 2026·$7.8B
EnersysENS
Annual meeting·Aug 6, 2026·$7.1B
Csw Industrials IncCSW
Annual meeting·Aug 27, 2026·$4.9B
American Superconductor CorpAMSC
Annual meeting·Jul 31, 2026·$1.6B
Graham CorpGHM
Annual meeting·Aug 25, 2026·$1.3B
Reference
Frequently asked questions
- When is the Norfolk Southern Corp 2026 annual meeting?
- Norfolk Southern Corp (NSC) holds its 2026 annual shareholder meeting on Thursday, May 7, 2026.
- What is the record date for the Norfolk Southern Corp 2026 meeting?
- The record date for the Norfolk Southern Corp 2026 meeting is Monday, March 2, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Norfolk Southern Corp's 2026 meeting?
- The board is presenting 12 director nominees at the Norfolk Southern Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Norfolk Southern Corp 2026 meeting?
- Shareholders will vote on 3 proposals at the Norfolk Southern Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
Disclaimer
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.