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NORFOLK SOUTHERN CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and NORFOLK SOUTHERN CORP.’s Form 8-K, filed May 15, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 25Reported items
  • 982Asset managers
  • 22,279Fund votes
  • May 9, 2024Meeting date

Results at a glance

Meeting of May 9, 2024: 24 items on NORFOLK SOUTHERN CORP.’s Form 8-K, filed May 15, 2024: 13 elected · 2 approved · 7 not elected · 2 not approved.

Not approved or not elected

Contested election

Nominees the filing reports as not elected, and nominees under 80% of the votes cast.

Material dissent

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore NORFOLK SOUTHERN CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by NORFOLK SOUTHERN CORP.

These tallies are NORFOLK SOUTHERN CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 15, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

NORFOLK SOUTHERN CORP. — official shareholder meeting results, meeting held May 9, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Richard H. Anderson 155,963,709---- 20,882,198-- 88%Elected—
Elect Director: Philip S. Davidson 148,120,555---- 27,961,598-- 84%Elected—
Elect Director: Francesca A. DeBiase 156,252,279---- 20,684,529-- 88%Elected—
Elect Director: Marcela E. Donadio 156,826,952---- 20,096,127-- 89%Elected—
Elect Director: Mary Kathryn "Heidi" Heitkamp 95,984,122---- 80,906,794-- 54.3%Elected—
Elect Director: John C. Huffard, Jr. 113,181,028---- 63,763,787-- 64%Elected—
Elect Director: Christopher T. Jones 158,000,865---- 18,922,320-- 89%Elected—
Elect Director: Thomas C. Kelleher 121,979,232---- 54,954,477-- 69%Elected—
Elect Director: Amy E. Miles 64,271,195---- 112,663,573-- 36%Not elected—
Elect Director: Claude Mongeau 115,064,565---- 61,873,324-- 65%Elected—
Elect Director: Jennifer F. Scanlon 81,607,126---- 95,329,798-- 46.1%Not elected—
Elect Director: Alan H. Shaw 113,918,528---- 63,022,232-- 64%Elected—
Elect Director: John R. Thompson 52,012,141---- 124,923,422-- 29%Not elected—
Elect Director: Betsy Atkins 67,807,262---- 107,797,967-- 39%Not elected—
Elect Director: James Barber, Jr. 62,038,091---- 113,578,206-- 35%Not elected—
Elect Director: William Clyburn, Jr. 110,126,338---- 65,474,552-- 63%Elected—
Elect Director: Sameh Fahmy 111,026,536---- 64,570,407-- 63%Elected—
Elect Director: John Kasich 78,694,346---- 93,921,110-- 45.6%Not elected—
Elect Director: Gilbert Lamphere 121,001,573---- 54,596,890-- 69%Elected—
Elect Director: Allison Landry 87,180,961---- 88,422,646-- 49.6%Not elected—
2. Ratification of Appointment of Independent Registered Public Accounting Firm 172,513,2149,428,447943,579 ---- 95%Approved—
3. Advisory Resolution on Executive Compensation ("Say on Pay") 47,617,715122,902,2456,980,579 --5,384,701 28%Not approved—
Proposal 4: Shareholder Proposal Regarding an Annual Report on Lobbying Activities, Policies, and Communications Shareholder did not approve the shareholder proposal, by the following count: 67,237,257105,805,7184,457,564 --5,384,701 39%Not approved—
5. Ancora Bylaw Proposal to repeal any provision or amendment of Norfolk Southern's Bylaws Adopted by the Board Without Shareholder Approval After July 25, 2023 105,852,00566,786,3014,862,233 --5,384,701 61%Approved—

Source: NORFOLK SOUTHERN CORP., Form 8-K, filed with the SEC on May 15, 2024 — read the filing on EDGAR.

How asset managers voted at the NORFOLK SOUTHERN CORP. 2023-2024 meeting

Each item below shows how the 982 asset managers that disclosed a NORFOLK SOUTHERN CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of NORFOLK SOUTHERN CORP.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Allison Landry

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 15 wordings of this item as funds reported it.

49.6% Plurality election · of votes cast

FOR 49.6%WITHHELD
FOR: 87,180,961WITHHELD: 88,422,646
Details: description as filed, official tally, votes by 160 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: ANCORA NOMINEES: Allison Landry

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Allison Landry”): 87,180,961 for, 88,422,646 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.

Reported outcome: Not elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 49.6% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 160 asset managers below reported 28,532,265 for, 177 against, 39,642,742 withheld, 1,108 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 28,532,265AGAINST: 177ABSTAIN: 1,108WITHHOLD: 39,642,742NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,371,4060 017,929,129Mixed
JPMorgan00 06,830,675Withhold
Dodge & Cox6,285,1000 00For
BlackRock00 04,872,510Withhold
Fidelity280,8770 04,185,157Mixed
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price1,225,1470 01,361,596Mixed
American Century2,250,2230 00For
Capital Group1,645,4690 00For
State Street6210 01,583,464Withhold
Dimensional1,566,8470 00For
Global X750,3110 00For
FRANKLIN MANAGED TRUST1,362,1670 00For
John Hancock1,147,2570 099,000Mixed
Invesco1,003,0420 00For
Bridge Builder Trust601,7330 0122,275Mixed
TIAA00 0484,266Withhold
Lincoln Financial276,9180 058,454Mixed
MFS408,8150 00For
Jackson National140,8580 0226,785Mixed
MASTER INVESTMENT PORTFOLIO00 0353,516Withhold
Columbia Threadneedle331,5560 00For
Cohen & Steers330,9780 00For
Northern Trust15,7880 0303,655Withhold

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

2. Elect Director: Betsy Atkins

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 15 wordings of this item as funds reported it.

39% Plurality election · of votes cast

FOR 39%WITHHELD
FOR: 67,807,262WITHHELD: 107,797,967
Details: description as filed, official tally, votes by 160 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: ANCORA NOMINEES: Betsy Atkins

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Betsy Atkins”): 67,807,262 for, 107,797,967 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.

Reported outcome: Not elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 39% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 160 asset managers below reported 26,159,010 for, 1,268 against, 42,014,550 withheld, 1,108 abstained, 2,783,093 not voted.

FORWITHHOLD
FOR: 26,159,010AGAINST: 1,268ABSTAIN: 1,108WITHHOLD: 42,014,550NOT VOTED: 2,783,093
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard00 019,300,535Withhold
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock00 04,872,510Withhold
Fidelity279,7770 04,186,257Mixed
Lazard00 02,722,547Withhold
Charles Schwab00 01,299,771Withhold
T. Rowe Price1,225,1470 01,361,596Mixed
American Century2,104,6360 0145,587Mixed
Capital Group1,645,4690 00For
State Street4270 01,583,658Withhold
Dimensional00 01,566,847Withhold
Global X750,3110 00For
FRANKLIN MANAGED TRUST1,362,1670 00For
John Hancock1,140,6990 0105,558Mixed
Invesco1,003,0420 00For
Bridge Builder Trust79,8670 0644,141Mixed
TIAA00 0484,266Withhold
Lincoln Financial272,9560 062,416Mixed
MFS00 0408,815Withhold
Jackson National97,7280 0269,915Mixed
MASTER INVESTMENT PORTFOLIO00 0353,516Withhold
Columbia Threadneedle331,5560 00For
Cohen & Steers330,9780 00For
Northern Trust15,7880 0303,655Withhold

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

3. Elect Director: Gilbert Lamphere

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

69% Majority: yes · of votes cast

FOR 69%WITHHELD
FOR: 121,001,573WITHHELD: 54,596,890
Details: description as filed, official tally, votes by 160 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: ANCORA NOMINEES: Gilbert Lamphere

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Gilbert Lamphere”): 121,001,573 for, 54,596,890 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 69% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 160 asset managers below reported 47,912,142 for, 177 against, 20,262,864 withheld, 1,108 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 47,912,142AGAINST: 177ABSTAIN: 1,108WITHHOLD: 20,262,864NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,371,4060 017,929,129Mixed
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock4,872,5100 00For
Fidelity4,466,0340 00For
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price2,586,7430 00For
American Century2,250,2230 00For
Capital Group1,645,4690 00For
State Street6210 01,583,464Withhold
Dimensional1,566,8470 00For
Global X750,3110 00For
FRANKLIN MANAGED TRUST1,362,1670 00For
John Hancock1,246,2570 00For
Invesco1,003,0420 00For
Bridge Builder Trust724,0080 00For
TIAA00 0484,266Withhold
Lincoln Financial282,7400 052,632Mixed
MFS408,8150 00For
Jackson National367,6430 00For
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle331,5560 00For
Cohen & Steers330,9780 00For
Northern Trust319,4430 00For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

4. Elect Director: James Barber, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 14 wordings of this item as funds reported it.

35% Plurality election · of votes cast

FOR 35%WITHHELD
FOR: 62,038,091WITHHELD: 113,578,206
Details: description as filed, official tally, votes by 160 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: ANCORA NOMINEES: James Barber, Jr.

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: James Barber, Jr.”): 62,038,091 for, 113,578,206 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.

Reported outcome: Not elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 35% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 160 asset managers below reported 22,608,791 for, 1,268 against, 45,565,124 withheld, 1,108 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 22,608,791AGAINST: 1,268ABSTAIN: 1,108WITHHOLD: 45,565,124NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,371,4060 017,929,129Mixed
JPMorgan00 06,830,675Withhold
Dodge & Cox6,285,1000 00For
BlackRock00 04,872,510Withhold
Fidelity279,7770 04,186,257Mixed
Lazard2,722,5470 00For
Charles Schwab00 01,299,771Withhold
T. Rowe Price1,225,1470 01,361,596Mixed
American Century2,104,6360 0145,587Mixed
Capital Group34,5170 01,610,952Withhold
State Street4270 01,583,658Withhold
Dimensional00 01,566,847Withhold
Global X750,3110 00For
FRANKLIN MANAGED TRUST1,362,1670 00For
John Hancock1,140,6990 0105,558Mixed
Invesco1,003,0420 00For
Bridge Builder Trust601,7330 0122,275Mixed
TIAA00 0484,266Withhold
Lincoln Financial267,1340 068,238Mixed
MFS408,8150 00For
Jackson National135,6470 0231,996Mixed
MASTER INVESTMENT PORTFOLIO00 0353,516Withhold
Columbia Threadneedle331,5560 00For
Cohen & Steers330,9780 00For
Northern Trust15,7880 0303,655Withhold

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

5. Elect Director: John Kasich

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 15 wordings of this item as funds reported it.

45.6% Plurality election · of votes cast

FOR 45.6%WITHHELD
FOR: 78,694,346WITHHELD: 93,921,110
Details: description as filed, official tally, votes by 160 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: ANCORA NOMINEES: John Kasich

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: John Kasich”): 78,694,346 for, 93,921,110 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.

Reported outcome: Not elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 45.6% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 160 asset managers below reported 25,284,408 for, 177 against, 42,890,217 withheld, 1,252 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 25,284,408AGAINST: 177ABSTAIN: 1,252WITHHOLD: 42,890,217NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard00 019,300,535Withhold
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock00 04,872,510Withhold
Fidelity280,8770 04,185,157Mixed
Lazard00 02,722,547Withhold
Charles Schwab00 01,299,771Withhold
T. Rowe Price1,225,1470 01,361,596Mixed
American Century2,250,2230 00For
Capital Group34,5170 01,610,952Withhold
State Street6210 01,583,464Withhold
Dimensional00 01,566,847Withhold
Global X00 0750,311Withhold
FRANKLIN MANAGED TRUST1,362,1670 00For
John Hancock1,140,6990 0105,558Mixed
Invesco1,003,0420 00For
Bridge Builder Trust79,8670 0644,141Mixed
TIAA00 0484,266Withhold
Lincoln Financial272,9560 062,416Mixed
MFS408,8150 00For
Jackson National145,3430 0222,300Mixed
MASTER INVESTMENT PORTFOLIO00 0353,516Withhold
Columbia Threadneedle331,5560 00For
Cohen & Steers330,9780 00For
Northern Trust15,7880 0303,655Withhold

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

6. Elect Director: Sameh Fahmy

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%WITHHELD
FOR: 111,026,536WITHHELD: 64,570,407
Details: description as filed, official tally, votes by 160 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: ANCORA NOMINEES: Sameh Fahmy

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Sameh Fahmy”): 111,026,536 for, 64,570,407 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 63% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 160 asset managers below reported 42,183,691 for, 177 against, 25,991,316 withheld, 1,108 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 42,183,691AGAINST: 177ABSTAIN: 1,108WITHHOLD: 25,991,316NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,371,4060 017,929,129Mixed
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock00 04,872,510Withhold
Fidelity4,195,4370 0270,597Mixed
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price2,586,7430 00For
American Century2,250,2230 00For
Capital Group1,645,4690 00For
State Street6210 01,583,464Withhold
Dimensional1,566,8470 00For
Global X750,3110 00For
FRANKLIN MANAGED TRUST1,362,1670 00For
John Hancock1,246,2570 00For
Invesco1,003,0420 00For
Bridge Builder Trust713,0760 010,932For
TIAA00 0484,266Withhold
Lincoln Financial282,7400 052,632Mixed
MFS408,8150 00For
Jackson National367,6430 00For
MASTER INVESTMENT PORTFOLIO00 0353,516Withhold
Columbia Threadneedle331,5560 00For
Cohen & Steers330,9780 00For
Northern Trust319,4430 00For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

7. Elect Director: William Clyburn, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%WITHHELD
FOR: 110,126,338WITHHELD: 65,474,552
Details: description as filed, official tally, votes by 160 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: ANCORA NOMINEES: William Clyburn, Jr.

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: William Clyburn, Jr.”): 110,126,338 for, 65,474,552 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 63% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 160 asset managers below reported 42,009,104 for, 177 against, 26,165,903 withheld, 1,108 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 42,009,104AGAINST: 177ABSTAIN: 1,108WITHHOLD: 26,165,903NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,371,4060 017,929,129Mixed
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock00 04,872,510Withhold
Fidelity4,421,1700 044,864For
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price2,586,7430 00For
American Century2,250,2230 00For
Capital Group1,645,4690 00For
State Street6210 01,583,464Withhold
Dimensional1,566,8470 00For
Global X750,3110 00For
FRANKLIN MANAGED TRUST1,362,1670 00For
John Hancock1,246,2570 00For
Invesco1,003,0420 00For
Bridge Builder Trust713,0760 010,932For
TIAA00 0484,266Withhold
Lincoln Financial282,7400 052,632Mixed
MFS408,8150 00For
Jackson National277,0240 090,619Mixed
MASTER INVESTMENT PORTFOLIO00 0353,516Withhold
Columbia Threadneedle331,5560 00For
Cohen & Steers330,9780 00For
Northern Trust319,4430 00For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

8. Elect Director: Alan H. Shaw

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

64% Majority: yes · of votes cast

FOR 64%WITHHELD
FOR: 113,918,528WITHHELD: 63,022,232
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: COMPANY NOMINEES OPPOSED BY ANCORA: Alan Shaw

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Alan H. Shaw”): 113,918,528 for, 63,022,232 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 64% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 47,107,772 for, 1,091 against, 21,065,937 withheld, 1,252 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 47,107,772AGAINST: 1,091ABSTAIN: 1,252WITHHOLD: 21,065,937NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard17,929,1290 01,371,406Mixed
JPMorgan6,830,6750 00For
Dodge & Cox00 06,285,100Withhold
BlackRock4,872,5100 00For
Fidelity4,304,3710 0161,663For
Lazard00 02,722,547Withhold
Charles Schwab1,299,7710 00For
T. Rowe Price2,586,7430 00For
American Century145,5870 02,104,636Mixed
Capital Group1,610,9520 034,517For
State Street1,583,6580 0427For
Dimensional1,566,8470 00For
Global X00 0750,311Withhold
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock187,2890 01,058,968Mixed
Invesco00 01,003,042Withhold
Bridge Builder Trust122,2750 0601,733Mixed
TIAA484,2660 00For
Lincoln Financial68,2380 0267,134Mixed
MFS00 0408,815Withhold
Jackson National234,7280 0132,915Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle00 0331,556Withhold
Cohen & Steers00 0330,978Withhold
Northern Trust303,6550 015,788For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

9. Elect Director: Amy E. Miles

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 15 wordings of this item as funds reported it.

36% Plurality election · of votes cast

FOR 36%WITHHELD
FOR: 64,271,195WITHHELD: 112,663,573
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: COMPANY NOMINEES OPPOSED BY ANCORA: Amy Miles

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Amy E. Miles”): 64,271,195 for, 112,663,573 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.

Reported outcome: Not elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 36% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 25,751,809 for, 42,422,992 withheld, 1,252 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 25,751,809ABSTAIN: 1,252WITHHOLD: 42,422,992NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard17,929,1290 01,371,406Mixed
JPMorgan00 06,830,675Withhold
Dodge & Cox00 06,285,100Withhold
BlackRock4,872,5100 00For
Fidelity44,8640 04,421,170Withhold
Lazard00 02,722,547Withhold
Charles Schwab00 01,299,771Withhold
T. Rowe Price00 02,586,743Withhold
American Century00 02,250,223Withhold
Capital Group00 01,645,469Withhold
State Street1,583,4640 0621For
Dimensional00 01,566,847Withhold
Global X00 0750,311Withhold
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock00 01,246,257Withhold
Invesco00 01,003,042Withhold
Bridge Builder Trust10,9320 0713,076Withhold
TIAA484,2660 00For
Lincoln Financial52,6320 0282,740Mixed
MFS00 0408,815Withhold
Jackson National00 0367,643Withhold
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle00 0331,556Withhold
Cohen & Steers00 0330,978Withhold
Northern Trust00 0319,443Withhold

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

10. Elect Director: Claude Mongeau

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

65% Majority: yes · of votes cast

FOR 65%WITHHELD
FOR: 115,064,565WITHHELD: 61,873,324
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: COMPANY NOMINEES OPPOSED BY ANCORA: Claude Mongeau

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Claude Mongeau”): 115,064,565 for, 61,873,324 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 65% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 47,525,918 for, 1,091 against, 20,647,791 withheld, 1,252 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 47,525,918AGAINST: 1,091ABSTAIN: 1,252WITHHOLD: 20,647,791NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,300,5350 00For
JPMorgan6,830,6750 00For
Dodge & Cox00 06,285,100Withhold
BlackRock4,872,5100 00For
Fidelity4,186,2570 0279,777Mixed
Lazard2,722,5470 00For
Charles Schwab00 01,299,771Withhold
T. Rowe Price00 02,586,743Withhold
American Century145,5870 02,104,636Mixed
Capital Group1,610,9520 034,517For
State Street1,583,6580 0427For
Dimensional1,566,8470 00For
Global X00 0750,311Withhold
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock6,5580 01,239,699Withhold
Invesco00 01,003,042Withhold
Bridge Builder Trust532,7980 0191,210Mixed
TIAA484,2660 00For
Lincoln Financial68,2380 0267,134Mixed
MFS408,8150 00For
Jackson National153,1410 0214,502Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle00 0331,556Withhold
Cohen & Steers00 0330,978Withhold
Northern Trust303,6550 015,788For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

11. Elect Director: Jennifer F. Scanlon

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 15 wordings of this item as funds reported it.

46.1% Plurality election · of votes cast

FOR 46.1%WITHHELD
FOR: 81,607,126WITHHELD: 95,329,798
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: COMPANY NOMINEES OPPOSED BY ANCORA: Jennifer Scanlon

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Jennifer F. Scanlon”): 81,607,126 for, 95,329,798 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.

Reported outcome: Not elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 46.1% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 37,175,477 for, 30,999,324 withheld, 1,252 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 37,175,477ABSTAIN: 1,252WITHHOLD: 30,999,324NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard17,929,1290 01,371,406Mixed
JPMorgan6,830,6750 00For
Dodge & Cox00 06,285,100Withhold
BlackRock4,872,5100 00For
Fidelity270,5970 04,195,437Mixed
Lazard00 02,722,547Withhold
Charles Schwab00 01,299,771Withhold
T. Rowe Price1,361,5960 01,225,147Mixed
American Century00 02,250,223Withhold
Capital Group1,610,9520 034,517For
State Street1,583,4640 0621For
Dimensional00 01,566,847Withhold
Global X00 0750,311Withhold
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock99,0000 01,147,257Mixed
Invesco00 01,003,042Withhold
Bridge Builder Trust122,2750 0601,733Mixed
TIAA484,2660 00For
Lincoln Financial58,4540 0276,918Mixed
MFS00 0408,815Withhold
Jackson National226,7850 0140,858Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle00 0331,556Withhold
Cohen & Steers00 0330,978Withhold
Northern Trust303,6550 015,788For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

12. Elect Director: John C. Huffard, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

64% Majority: yes · of votes cast

FOR 64%WITHHELD
FOR: 113,181,028WITHHELD: 63,763,787
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: COMPANY NOMINEES OPPOSED BY ANCORA: John Huffard, Jr.

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: John C. Huffard, Jr.”): 113,181,028 for, 63,763,787 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 64% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 43,557,553 for, 1,091 against, 24,616,156 withheld, 1,252 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 43,557,553AGAINST: 1,091ABSTAIN: 1,252WITHHOLD: 24,616,156NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,300,5350 00For
JPMorgan00 06,830,675Withhold
Dodge & Cox00 06,285,100Withhold
BlackRock4,872,5100 00For
Fidelity4,304,3710 0161,663For
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price2,586,7430 00For
American Century145,5870 02,104,636Mixed
Capital Group00 01,645,469Withhold
State Street1,583,6580 0427For
Dimensional1,566,8470 00For
Global X00 0750,311Withhold
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock187,2890 01,058,968Mixed
Invesco00 01,003,042Withhold
Bridge Builder Trust644,1410 079,867Mixed
TIAA484,2660 00For
Lincoln Financial62,4160 0272,956Mixed
MFS408,8150 00For
Jackson National272,6470 094,996Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle00 0331,556Withhold
Cohen & Steers00 0330,978Withhold
Northern Trust303,6550 015,788For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

13. Elect Director: John R. Thompson

Official resultDIRECTOR ELECTIONSReported outcome: Not elected

Combines 15 wordings of this item as funds reported it.

29% Plurality election · of votes cast

FOR 29%WITHHELD
FOR: 52,012,141WITHHELD: 124,923,422
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: COMPANY NOMINEES OPPOSED BY ANCORA: John Thompson

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: John R. Thompson”): 52,012,141 for, 124,923,422 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here.

Reported outcome: Not elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 29% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 20,250,281 for, 47,924,519 withheld, 1,252 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 20,250,281ABSTAIN: 1,252WITHHOLD: 47,924,519NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard17,929,1290 01,371,406Mixed
JPMorgan00 06,830,675Withhold
Dodge & Cox00 06,285,100Withhold
BlackRock00 04,872,510Withhold
Fidelity00 04,466,034Withhold
Lazard00 02,722,547Withhold
Charles Schwab00 01,299,771Withhold
T. Rowe Price00 02,586,743Withhold
American Century00 02,250,223Withhold
Capital Group00 01,645,469Withhold
State Street1,583,4640 0621For
Dimensional00 01,566,847Withhold
Global X00 0750,311Withhold
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock00 01,246,257Withhold
Invesco00 01,003,042Withhold
Bridge Builder Trust00 0724,008Withhold
TIAA484,2660 00For
Lincoln Financial52,6320 0282,740Mixed
MFS00 0408,815Withhold
Jackson National00 0367,643Withhold
MASTER INVESTMENT PORTFOLIO00 0353,516Withhold
Columbia Threadneedle00 0331,556Withhold
Cohen & Steers00 0330,978Withhold
Northern Trust00 0319,443Withhold

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

14. Elect Director: Christopher T. Jones

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%
FOR: 158,000,865WITHHELD: 18,922,320
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: OTHER COMPANY NOMINEES ACCEPTABLE TO ANCORA: Christopher Jones

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Christopher T. Jones”): 158,000,865 for, 18,922,320 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 89% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 61,828,979 for, 6,342,025 withheld, 1,108 abstained, 2,783,829 not voted.

FOR
FOR: 61,828,979ABSTAIN: 1,108WITHHOLD: 6,342,025NOT VOTED: 2,783,829
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,300,5350 00For
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock4,872,5100 00For
Fidelity4,347,9200 0118,114For
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price1,361,5960 01,225,147Mixed
American Century1,964,3660 0285,857Mixed
Capital Group1,645,4690 00For
State Street1,584,0850 00For
Dimensional1,566,8470 00For
Global X750,3110 00For
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock197,2220 01,049,035Mixed
Invesco00 01,003,042Withhold
Bridge Builder Trust647,1290 076,879Mixed
TIAA484,2660 00For
Lincoln Financial91,6950 0243,677Mixed
MFS408,8150 00For
Jackson National279,6110 088,032Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle331,5560 00For
Cohen & Steers00 0330,978Withhold
Northern Trust319,4430 00For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

15. Elect Director: Francesca A. DeBiase

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 16 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%
FOR: 156,252,279WITHHELD: 20,684,529
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: OTHER COMPANY NOMINEES ACCEPTABLE TO ANCORA: Francesca DeBiase

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Francesca A. DeBiase”): 156,252,279 for, 20,684,529 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 88% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 61,831,492 for, 6,339,512 withheld, 1,108 abstained, 2,783,829 not voted.

FOR
FOR: 61,831,492ABSTAIN: 1,108WITHHOLD: 6,339,512NOT VOTED: 2,783,829
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,300,5350 00For
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock4,872,5100 00For
Fidelity4,347,9200 0118,114For
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price1,361,5960 01,225,147Mixed
American Century1,964,3660 0285,857Mixed
Capital Group1,645,4690 00For
State Street1,584,0850 00For
Dimensional1,566,8470 00For
Global X750,3110 00For
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock197,2220 01,049,035Mixed
Invesco00 01,003,042Withhold
Bridge Builder Trust647,1290 076,879Mixed
TIAA484,2660 00For
Lincoln Financial91,6950 0243,677Mixed
MFS408,8150 00For
Jackson National279,6110 088,032Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle331,5560 00For
Cohen & Steers00 0330,978Withhold
Northern Trust319,4430 00For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

16. Elect Director: Marcela E. Donadio

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%
FOR: 156,826,952WITHHELD: 20,096,127
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: OTHER COMPANY NOMINEES ACCEPTABLE TO ANCORA: Marcela Donadio

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Marcela E. Donadio”): 156,826,952 for, 20,096,127 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 89% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 61,831,492 for, 6,339,512 withheld, 1,108 abstained, 2,783,829 not voted.

FOR
FOR: 61,831,492ABSTAIN: 1,108WITHHOLD: 6,339,512NOT VOTED: 2,783,829
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,300,5350 00For
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock4,872,5100 00For
Fidelity4,347,9200 0118,114For
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price1,361,5960 01,225,147Mixed
American Century1,964,3660 0285,857Mixed
Capital Group1,645,4690 00For
State Street1,584,0850 00For
Dimensional1,566,8470 00For
Global X750,3110 00For
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock197,2220 01,049,035Mixed
Invesco00 01,003,042Withhold
Bridge Builder Trust647,1290 076,879Mixed
TIAA484,2660 00For
Lincoln Financial91,6950 0243,677Mixed
MFS408,8150 00For
Jackson National279,6110 088,032Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle331,5560 00For
Cohen & Steers00 0330,978Withhold
Northern Trust319,4430 00For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

17. Elect Director: Philip S. Davidson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%WITHHELD
FOR: 148,120,555WITHHELD: 27,961,598
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: OTHER COMPANY NOMINEES ACCEPTABLE TO ANCORA: Philip Davidson

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Philip S. Davidson”): 148,120,555 for, 27,961,598 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 84% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 53,199,907 for, 14,971,097 withheld, 1,108 abstained, 2,783,829 not voted.

FORWITHHOLD
FOR: 53,199,907ABSTAIN: 1,108WITHHOLD: 14,971,097NOT VOTED: 2,783,829
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,300,5350 00For
JPMorgan00 06,830,675Withhold
Dodge & Cox6,285,1000 00For
BlackRock4,872,5100 00For
Fidelity4,347,9200 0118,114For
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price1,361,5960 01,225,147Mixed
American Century1,964,3660 0285,857Mixed
Capital Group34,5170 01,610,952Withhold
State Street1,584,0850 00For
Dimensional1,566,8470 00For
Global X750,3110 00For
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock197,2220 01,049,035Mixed
Invesco00 01,003,042Withhold
Bridge Builder Trust647,1290 076,879Mixed
TIAA484,2660 00For
Lincoln Financial85,8730 0249,499Mixed
MFS408,8150 00For
Jackson National269,9150 097,728Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle331,5560 00For
Cohen & Steers00 0330,978Withhold
Northern Trust319,4430 00For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

18. Elect Director: Richard H. Anderson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%
FOR: 155,963,709WITHHELD: 20,882,198
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: OTHER COMPANY NOMINEES ACCEPTABLE TO ANCORA: Richard Anderson

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Richard H. Anderson”): 155,963,709 for, 20,882,198 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 88% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 59,781,471 for, 8,389,533 withheld, 1,463 abstained, 2,783,474 not voted.

FOR
FOR: 59,781,471ABSTAIN: 1,463WITHHOLD: 8,389,533NOT VOTED: 2,783,474
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,300,5350 00For
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock4,872,5100 00For
Fidelity4,347,9200 0118,114For
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price1,361,5960 01,225,147Mixed
American Century145,5870 02,104,636Mixed
Capital Group1,645,4690 00For
State Street1,584,0850 00For
Dimensional1,566,8470 00For
Global X750,3110 00For
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock197,2220 01,049,035Mixed
Invesco00 01,003,042Withhold
Bridge Builder Trust647,1290 076,879Mixed
TIAA484,2660 00For
Lincoln Financial68,2380 0267,134Mixed
MFS408,8150 00For
Jackson National279,6110 088,032Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle331,5560 00For
Cohen & Steers00 0330,978Withhold
Northern Trust319,4430 00For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

19. Elect Director: Thomas C. Kelleher

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 15 wordings of this item as funds reported it.

69% Majority: yes · of votes cast

FOR 69%WITHHELD
FOR: 121,979,232WITHHELD: 54,954,477
Details: description as filed, official tally, votes by 159 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: OTHER COMPANY NOMINEES ACCEPTABLE TO ANCORA: Thomas Kelleher

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Thomas C. Kelleher”): 121,979,232 for, 54,954,477 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 69% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 159 asset managers below reported 52,559,890 for, 15,611,114 withheld, 1,108 abstained, 2,783,829 not voted.

FORWITHHOLD
FOR: 52,559,890ABSTAIN: 1,108WITHHOLD: 15,611,114NOT VOTED: 2,783,829
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard17,929,1290 01,371,406Mixed
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock4,872,5100 00For
Fidelity4,464,9340 01,100For
Lazard00 02,722,547Withhold
Charles Schwab1,299,7710 00For
T. Rowe Price2,586,7430 00For
American Century00 02,250,223Withhold
Capital Group1,645,4690 00For
State Street1,583,4640 0621For
Dimensional00 01,566,847Withhold
Global X750,3110 00For
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock180,7310 01,065,526Mixed
Invesco00 01,003,042Withhold
Bridge Builder Trust122,2750 0601,733Mixed
TIAA484,2660 00For
Lincoln Financial58,4540 0276,918Mixed
MFS00 0408,815Withhold
Jackson National229,5170 0138,126Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle331,5560 00For
Cohen & Steers00 0330,978Withhold
Northern Trust303,6550 015,788For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

20. Elect Director: Mary Kathryn "Heidi" Heitkamp

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 16 wordings of this item as funds reported it.

54.3% Majority: yes · of votes cast

FOR 54.3%WITHHELD
FOR: 95,984,122WITHHELD: 80,906,794
Details: description as filed, official tally, votes by 155 asset managers

Description as filed by funds: Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card, all of your votes for the election of directors will be deemed invalid. If you mark fewer than thirteen "FOR" boxes with respect to the election of directors, this proxy card, when duly executed, will be voted only "FOR" those nominees you have so marked: COMPANY NOMINEES OPPOSED BY ANCORA: Mary Kathryn "Heidi" Heitkamp

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Mary Kathryn "Heidi" Heitkamp”): 95,984,122 for, 80,906,794 withheld, per its Form 8-K filed May 15, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Set forth below are the matters voted upon at the Annual Meeting, which are more fully described in the Corporation's Proxy Statement in connection with the Annual Meeting, and the final voting results tabulated by the Corporation's independent Inspector of Election, First Coast Results, Inc. Propo…”
Support: 54.3% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 155 asset managers below reported 40,899,943 for, 27,253,202 withheld, 1,108 abstained, 2,782,738 not voted.

FORWITHHOLD
FOR: 40,899,943ABSTAIN: 1,108WITHHOLD: 27,253,202NOT VOTED: 2,782,738
Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,300,5350 00For
JPMorgan00 06,830,675Withhold
Dodge & Cox00 06,285,100Withhold
BlackRock4,872,5100 00For
Fidelity4,185,1570 0280,877Mixed
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price1,361,5960 01,225,147Mixed
American Century00 02,250,223Withhold
Capital Group00 01,645,469Withhold
State Street1,583,4640 0621For
Dimensional1,566,8470 00For
Global X750,3110 00For
FRANKLIN MANAGED TRUST00 01,362,167Withhold
John Hancock105,5580 01,140,699Mixed
Invesco00 01,003,042Withhold
Bridge Builder Trust644,1410 079,867Mixed
TIAA484,2660 00For
Lincoln Financial62,4160 0272,956Mixed
MFS00 0408,815Withhold
Jackson National222,3000 0145,343Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle00 0331,556Withhold
Cohen & Steers00 0330,978Withhold
Northern Trust00 0319,443Withhold

Showing the 25 largest of 155 asset managers. See all 155 in the interactive database.

21. 5. Ancora Bylaw Proposal to repeal any provision or amendment of Norfolk Southern's Bylaws Adopted by the Board Without…

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Combines 10 wordings of this item as funds reported it.

61% Approved · of votes cast

FOR 61%AGAINST
FOR: 105,852,005AGAINST: 66,786,301
Details: description as filed, official tally, votes by 136 asset managers

Description as filed by funds: To approve the proposal to repeal any provision of, or amendment to, the Bylaws, dated as of July 26, 2023, that the Corporation's Board of Directors has adopted after July 26, 2023, which is the date of the most recent publicly available amendment and restatement of the Corporation's bylaws, and up to and including the date of the 2024 Annual Meeting.

NORFOLK SOUTHERN CORP.’s own tally for this item (“5. Ancora Bylaw Proposal to repeal any provision or amendment of Norfolk Southern's Bylaws Adopted by the Board Without Shareholder Approval After July 25, 2023”): 105,852,005 for, 66,786,301 against — passed, per its Form 8-K filed May 15, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5 – Ancora Bylaw Proposal to repeal any provision or amendment of Norfolk Southern's Bylaws Adopted by the Board Without Shareholder Approval After July 25, 2023 Shareholders approved a proposal submitted by Ancora Group to repeal any provision or amendment of Norfolk Southern's Bylaws ado…”
Support: 61% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 136 asset managers below reported 35,638,478 for, 27,212,275 against, 377,944 abstained, 2,443,221 not voted.

FORAGAINST
FOR: 35,638,478AGAINST: 27,212,275ABSTAIN: 377,944NOT VOTED: 2,443,221
Largest asset managers voting on “To approve the proposal to repeal any provision of, or amendment to, the Bylaws, dated as of July 26, 2023, th” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,371,40617,929,129 00Mixed
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock04,872,510 00Against
Fidelity4,421,17044,864 00For
Lazard2,722,5470 00For
T. Rowe Price1,225,1471,361,596 00Mixed
American Century2,250,2230 00For
Capital Group1,645,4690 00For
State Street6211,583,464 00Against
Dimensional1,566,8470 00For
FRANKLIN MANAGED TRUST1,362,1670 00For
Charles Schwab00 00Not Voted
Invesco1,003,0420 00For
Global X00 00Not Voted
TIAA484,2660 00For
Lincoln Financial282,74052,632 00Mixed
MFS408,8150 00For
MASTER INVESTMENT PORTFOLIO0353,516 00Against
Columbia Threadneedle331,5560 00For
Northern Trust15,7880 303,6550Abstain
First Trust284,9910 00For
AMERICAN BEACON FUNDS281,7280 00For
WisdomTree256,9260 00For
Equitable179,24064,323 00Mixed

Showing the 25 largest of 136 asset managers. See all 136 in the interactive database.

22. TO APPROVE THE PROPOSAL TO REPEAL ANY PROVISION OF, OR AMENDMENT TO, THE BYLAWS, DATED AS OF JULY 25, 2023, THAT THE…

No official matchCORPORATE GOVERNANCE

Combines 2 wordings of this item as funds reported it.

100% of fund votes cast · no official result

FOR
Details: description as filed, votes by 48 asset managers

Description as filed by funds: TO APPROVE THE PROPOSAL TO REPEAL ANY PROVISION OF, OR AMENDMENT TO, THE BYLAWS, DATED AS OF JULY 25, 2023, THAT THE CORPORATION'S BOARD OF DIRECTORS HAS ADOPTED AFTER JULY 25, 2023, WHICH IS THE DATE OF THE MOST RECENT PUBLICLY AVAILABLE AMENDMENT AND RESTATEMENT OF THE CORPORATION'S BYLAWS, AND UP TO AND INCLUDING THE DATE OF THE 2024 ANNUAL MEETING.

The 48 asset managers below reported 4,941,200 for, 6,395 abstained, 339,517 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 4,941,200ABSTAIN: 6,395NOT VOTED: 339,517
Largest asset managers voting on “TO APPROVE THE PROPOSAL TO REPEAL ANY PROVISION OF, OR AMENDMENT TO, THE BYLAWS, DATED AS OF JULY 25, 2023, TH” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Charles Schwab1,299,7710 00For
John Hancock1,147,2570 00For
Global X750,3110 00For
Bridge Builder Trust601,7330 00For
Vanguard00 00Not Voted
Cohen & Steers330,9780 00For
Jackson National231,4770 00For
WILLIAMSBURG INVESTMENT TRUST84,3370 00For
Russell Investments82,6540 00For
Prudential/PGIM68,3420 00For
SEI52,8790 00For
Aristotle Funds Series Trust47,4870 00For
TRUST FOR PROFESSIONAL MANAGERS37,6740 00For
TOUCHSTONE STRATEGIC TRUST34,1200 00For
Listed Funds Trust24,9220 00For
CITY NATIONAL ROCHDALE FUNDS21,3260 00For
TIMOTHY PLAN19,9270 00For
Manning & Napier19,6330 00For
Pacer Funds Trust15,9530 00For
ADVISORS SERIES TRUST14,1770 00For
Strategic Trust9,6280 00For
Brighthouse00 6,3950Abstain
PFM Multi-Manager Series Trust6,5700 00For
Putnam6,4740 00For
TCW ETF Trust5,8750 00For

Showing the 25 largest of 48 asset managers. See all 48 in the interactive database.

23. 3. Advisory Resolution on Executive Compensation ("Say on Pay")

Official resultFund totals may overlapCOMPENSATIONReported outcome: Not approved

Combines 32 wordings of this item as funds reported it.

28% Not approved · of votes cast

FOR 28%AGAINST
FOR: 47,617,715AGAINST: 122,902,245
Details: description as filed, official tally, votes by 970 asset managers

Description as filed by funds: Approval of the advisory resolution on executive compensation, as disclosed in the Norfolk Southern's proxy statement for the 2024 Annual Meeting.

NORFOLK SOUTHERN CORP.’s own tally for this item (“3. Advisory Resolution on Executive Compensation ("Say on Pay")”): 47,617,715 for, 122,902,245 against — failed, per its Form 8-K filed May 15, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal 3 – Advisory Resolution on Executive Compensation ("Say on Pay") Shareholders did not approve the advisory resolution on executive compensation, by the following count:”
Support: 28% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NORFOLK SOUTHERN CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION” (3 managers, 412 for, 166 abstained).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 149 asset managers voting on “Approval of the advisory resolution on executive compensation, as disclosed in the Norfolk Southern's proxy st” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard338,60018,961,935 00Against
JPMorgan06,830,675 00Against
Dodge & Cox06,285,100 00Against
BlackRock4,872,5100 00For
Fidelity270,5974,195,437 00Mixed
Lazard02,722,547 00Against
Charles Schwab01,299,771 00Against
T. Rowe Price02,586,743 00Against
American Century02,250,223 00Against
Capital Group01,645,469 00Against
State Street1,583,464621 00For
Dimensional01,566,847 00Against
Global X0750,311 00Against
FRANKLIN MANAGED TRUST01,362,167 00Against
John Hancock01,246,257 00Against
Invesco01,003,042 00Against
Bridge Builder Trust10,932713,076 00Against
TIAA484,2660 00For
Lincoln Financial52,632282,740 00Mixed
MFS0408,815 00Against
Jackson National0367,643 00Against
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle331,5560 00For
Cohen & Steers0330,978 00Against
Northern Trust303,65515,788 00For

Fund voting reports, all 149 managers: 9,143,565 for, 58,975,935 against, 5,100 withheld, 32,594 abstained, 2,781,647 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 830 asset managers voting on “Approval of the advisory resolution on executive compensation, as disclosed in the Norfolk Southern's proxy st” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Dodge & Cox07,659,797 00Against
T. Rowe Price06,173,887 00Against
BlackRock5,999,565134,963 00For
State Street5,076,32313,260 00For
GEODE CAPITAL MANAGEMENT, LLC04,423,948 00Against
Kodai Capital Management LP04,000,000 00Against
Lazard03,779,231 00Against
EdgePoint Investment Group Inc.03,703,867 00Against
Charles Schwab01,386,615 00Against
Northern Trust2,573,472159,825 2,4100Mixed
American Century02,717,841 00Against
Fidelity237,4700 1,832,2250Mixed
Idaho Trust Bank02,030,000 00Against
Legal & General Investment Management Ltd01,866,225 00Against
Capital Group3921,773,301 00Against
LONDON CO OF VIRGINIA01,718,412 00Against
FRANKLIN ADVISERS INC01,667,655 00Against
Magellan Asset Management Ltd756,9520 00For
First Sentier Investors (Australia) IM Ltd0771,168 00Against
UBS01,452,596 00Against
Vanguard01,202,472 00Against
Invesco3,0461,131,989 00Against
MELLON INVESTMENTS Corp01,092,129 00Against
Point7201,000,190 00Against
BANK OF AMERICA NA0475,218 00Against

Institutional-manager reports, all 830 managers: 18,988,882 for, 73,446,562 against, 1,073 withheld, 2,982,080 abstained, 7,568,192 not voted, 145,152 unknown. Showing the 25 largest; see all in the interactive database.

24. 2. Ratification of Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 11 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%
FOR: 172,513,214AGAINST: 9,428,447
Details: description as filed, official tally, votes by 163 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS NORFOLK SOUTHERN'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.

NORFOLK SOUTHERN CORP.’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 172,513,214 for, 9,428,447 against — passed, per its Form 8-K filed May 15, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm Shareholders ratified the appointment of KPMG LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2024, by the following count:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 163 asset managers below reported 67,995,648 for, 186,559 against, 17,766 abstained, 2,782,738 not voted, 100 unknown.

FOR
FOR: 67,995,648AGAINST: 186,559ABSTAIN: 17,766NOT VOTED: 2,782,738UNKNOWN: 100
Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS NORFOLK SOUTHERN'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIR” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,300,5350 00For
JPMorgan6,830,6750 00For
Dodge & Cox6,285,1000 00For
BlackRock4,872,5100 00For
Fidelity4,466,0340 00For
Lazard2,722,5470 00For
Charles Schwab1,299,7710 00For
T. Rowe Price2,586,7430 00For
American Century2,250,2230 00For
Capital Group1,645,4690 00For
State Street1,584,03748 00For
Dimensional1,566,8470 00For
Global X750,3029 00For
FRANKLIN MANAGED TRUST1,362,1670 00For
John Hancock1,246,2570 00For
Invesco1,003,0420 00For
Bridge Builder Trust724,0080 00For
TIAA484,2660 00For
Lincoln Financial335,3720 00For
MFS408,8150 00For
Jackson National282,34385,300 00Mixed
MASTER INVESTMENT PORTFOLIO353,5160 00For
Columbia Threadneedle331,5560 00For
Cohen & Steers330,9780 00For
Northern Trust319,4430 00For

Showing the 25 largest of 163 asset managers. See all 163 in the interactive database.

25. Proposal 4: Shareholder Proposal Regarding an Annual Report on Lobbying Activities, Policies, and Communications…

Official resultOTHERReported outcome: Not approved

Combines 9 wordings of this item as funds reported it.

39% Not approved · of votes cast

FOR 39%AGAINST
FOR: 67,237,257AGAINST: 105,805,718
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: A SHAREHOLDER PROPOSAL REGARDING AN ANNUAL REPORT ON LOBBYING ACTIVITIES, POLICIES AND COMMUNICATIONS.

NORFOLK SOUTHERN CORP.’s own tally for this item (“Proposal 4: Shareholder Proposal Regarding an Annual Report on Lobbying Activities, Policies, and Communications Shareholder did not approve the shareholder proposal, by the following count:”): 67,237,257 for, 105,805,718 against — failed, per its Form 8-K filed May 15, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal 4 – Shareholder Proposal Regarding an Annual Report on Lobbying Activities, Policies, and Communications Shareholder did not approve the shareholder proposal, by the following count:”
Support: 39% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of NORFOLK SOUTHERN CORP.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Report on Lobbying Payments and Policy” (7 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

The 158 asset managers below reported 12,808,410 for, 55,314,483 against, 18,798 abstained, 2,783,829 not voted, 60 unknown.

FORAGAINST
FOR: 12,808,410AGAINST: 55,314,483ABSTAIN: 18,798NOT VOTED: 2,783,829UNKNOWN: 60
Largest asset managers voting on “A SHAREHOLDER PROPOSAL REGARDING AN ANNUAL REPORT ON LOBBYING ACTIVITIES, POLICIES AND COMMUNICATIONS.” at NORFOLK SOUTHERN CORP., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard1,371,40617,929,129 00Mixed
JPMorgan1,5896,829,086 00Against
Dodge & Cox06,285,100 00Against
BlackRock04,872,510 00Against
Fidelity162,7634,303,271 00Against
Lazard2,722,5470 00For
Charles Schwab01,299,771 00Against
T. Rowe Price02,586,743 00Against
American Century2,250,2230 00For
Capital Group01,645,469 00Against
State Street6211,583,464 00Against
Dimensional01,566,847 00Against
Global X750,3110 00For
FRANKLIN MANAGED TRUST01,362,167 00Against
John Hancock1,058,968187,289 00Mixed
Invesco01,003,042 00Against
Bridge Builder Trust601,733122,275 00Mixed
TIAA0484,266 00Against
Lincoln Financial27,977307,395 00Mixed
MFS408,8150 00For
Jackson National132,915234,728 00Mixed
MASTER INVESTMENT PORTFOLIO0353,516 00Against
Columbia Threadneedle331,5560 00For
Cohen & Steers330,9780 00For
Northern Trust319,4430 00For

Showing the 25 largest of 158 asset managers. See all 158 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of May 8, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest NORFOLK SOUTHERN CORP. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 225,914,028 shares outstanding at the time of that meeting.

Fund voting reports: top NORFOLK SOUTHERN CORP. shareholders by shares voted on “RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS NORFOLK SOUTHERN'S INDEPENDENT REGISTERED PUBLIC…”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 8.69%
2JPMorgan 3.02%
3Dodge & Cox 2.78%
4BlackRock 2.16%
5Fidelity 1.98%
6Lazard 1.21%
7Charles Schwab 1.15%
8T. Rowe Price 1.15%
9American Century 1.00%
10Capital Group 0.73%
Institutional-manager reports: top NORFOLK SOUTHERN CORP. shareholders by shares voted on “Approval of the advisory resolution on executive compensation, as disclosed in the Norfolk…”, 2023-2024
#Asset manager % of shares outstanding
1Dodge & Cox 3.39%
2T. Rowe Price 2.73%
3BlackRock 2.72%
4State Street 2.25%
5GEODE CAPITAL MANAGEMENT, LLC 1.96%
6Kodai Capital Management LP 1.77%
7Lazard 1.67%
8EdgePoint Investment Group Inc. 1.64%
9Charles Schwab 1.23%
10Northern Trust 1.21%

Reported NORFOLK SOUTHERN CORP. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

NORFOLK SOUTHERN CORP. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
The Vanguard Group 8.20% DEF14A
BlackRock, Inc. 6.42% DEF14A
State Street 4.02% 13F
T. Rowe Price 2.65% 13F
JPMorgan Chase 2.15% 13F
Geode Capital 1.98% 13F
FMR (Fidelity) 1.42% 13F
Northern Trust 1.24% 13F
Morgan Stanley 1.10% 13F
Norges Bank 1.01% 13F

Percentages above are of 225,914,028 shares outstanding, as reported by NORFOLK SOUTHERN CORP. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from NORFOLK SOUTHERN CORP.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At NORFOLK SOUTHERN CORP.'s shareholder meeting held May 9, 2024, in the 2023-2024 proxy season, 982 asset managers reported how they voted in their SEC Form N-PX filings, covering 22,279 separate fund positions. Their filings are grouped here into 25 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approval of the advisory resolution on executive compensation, as disclosed in the Norfolk… — NORFOLK SOUTHERN CORP.'s filing reports the proposal as not approved, with 28% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: NORFOLK SOUTHERN CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 15, 2024.

NORFOLK SOUTHERN CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

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