Norfolk Southern Corporation · NYSE:NSC
Norfolk Southern — Proxy Contest (April 2024)
12 slides from Norfolk Southern's proxy contest presentation, Apr 19, 2024
Slide 1: Facts vs Fiction: Correcting Ancora's Flawed and Misleading Presentation
FACTS VS FICTION: CORRECTING ANCORA’S FLAWED AND MISLEADING PRESENTATION April 2024
Slide 2: Forward-Looking Statements / Non-GAAP Measures
FORWARD-LOOKING STATEMENTS / NON-GAAP MEASURES This presentation and the related materials contain forward-looking statements within the meaning of the safe harbor provision of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or future perfor
Slide 3: Achieving Ancora's Near-Term Cost Targets Would Require Substantial Furloughs and Harm Shareholders
FACT: ACHIEVING ANCORA’S NEAR-TERM COST TARGETS WOULD REQUIRE SUBSTANTIAL FURLOUGHS AND HARM SHAREHOLDERS Ancora’s Misleading Claims on: Norfolk Southern Sets Record Straight with the Facts • The table below debunks Ancora’s claims regarding the cost actions required to achieve their stated OR targe
Slide 4: Norfolk Southern's Goal Is to Advance a More Modern and Sustainable Version of PSR
FACT: NORFOLK SOUTHERN’S GOAL IS TO ADVANCE A MORE MODERN AND SUSTAINABLE VERSION OF PSR Ancora’s Misleading Claims on: Norfolk Southern Sets Record Straight with the Facts • NSC’s goal is to advance a more modern and sustainable version of precision scheduled railroading which is: • Designed to avo
Slide 5: Hiring John Orr Resulted in Inconsequential Change to a Commercial Agreement with CPKC
FACT: HIRING JOHN ORR RESULTED IN INCONSEQUENTIAL CHANGE TO A COMMERCIAL AGREEMENT WITH CPKC Ancora’s Misleading Claims on: Norfolk Southern Sets Record Straight with the Facts • John Orr is an expert and award-winning thought leader in precision scheduled railroading and brings a proven track recor
Slide 6: Norfolk Southern Has a Strong Safety Culture and Has Continued to Improve
FACT: NORFOLK SOUTHERN HAS A STRONG SAFETY CULTURE AND HAS CONTINUED TO IMPROVE WITH FOCUSED INVESTMENTS Ancora’s Misleading Claims on: Norfolk Southern Sets Record Straight with the Facts • Prior to East Palestine, NSC and CSX had comparable safety records • The East Palestine incident was not due
Slide 7: Norfolk Southern Was Operating Efficiently and Driving Shareholder Returns Before East Palestine
FACT: NORFOLK SOUTHERN WAS OPERATING EFFICIENTLY AND DRIVING SHAREHOLDER RETURNS BEFORE EAST PALESTINE Ancora’s Misleading Claims on: Norfolk Southern Sets Record Straight with the Facts • We first announced the implementation of a PSR-based operating plan at our 2019 Investor Day and have worked ti
Slide 8: Norfolk Southern Has a Clear and Manageable Plan to Close the Gap to CSX
FACT: NORFOLK SOUTHERN HAS A CLEAR AND MANAGEABLE PLAN TO CLOSE THE GAP TO CSX Ancora’s Misleading Claims on: Norfolk Southern Sets Record Straight with the Facts • We meaningfully narrowed the gap with peers in 2022, despite COVID disruptions. Prior to East Palestine, our OR gap to CSX was only 280
Slide 9: Executive Compensation Is Aligned with Shareholder Interests
FACT: EXECUTIVE COMPENSATION IS ALIGNED WITH SHAREHOLDER INTERESTS AND REFLECTS OUR COMMITMENT TO HOLD MANAGEMENT ACCOUNTABLE Ancora’s Misleading Claims on: Norfolk Southern Sets Record Straight with the Facts • Alan was only CEO for just over half of 2022; the primary change in compensation between
Slide 10: Our Nominees Have Relevant and Superior Skillsets and Provide Independent Oversight
FACT: OUR NOMINEES HAVE RELEVANT AND SUPERIOR SKILLSETS AND ARE PROVIDING INDEPENDENT OVERSIGHT Ancora’s Misleading Claims on: Norfolk Southern Sets Record Straight with the Facts • Ancora makes the unfounded allegation that Amy Miles and Claude Mongeau have a demonstrated lack of independence based
Slide 11: Appendix: Non-GAAP Financial Measures
APPENDIX: NON-GAAP FINANCIAL MEASURES 11
Slide 12: Non-GAAP Financial Measures
NON-GAAP FINANCIAL MEASURES This document includes the presentation and discussion of adjusted operating ratio. This figure adjusts our GAAP financial results to exclude the effects of the direct costs resulting from the East Palestine incident. We use this non-GAAP financial measure internally and