Norfolk Southern Corporation 2025-2026 Proxy Voting Records

Description as filed by funds: Election of Directors: Richard H. Anderson

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Richard H. Anderson”): 152,512,632 for, 1,482,330 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,372,318 for, 5,892 against, 4,436 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: Election of Directors: William Clyburn, Jr.

Norfolk Southern Corporation’s own tally for this item (“Elect Director: William Clyburn, Jr.”): 152,233,704 for, 1,979,216 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,377,865 for, 348 against, 4,432 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: Election of Directors: Philip S. Davidson

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Philip S. Davidson”): 153,435,546 for, 849,468 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,378,202 for, 11 against, 4,431 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: Election of Directors: Francesca A. DeBiase

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Francesca A. DeBiase”): 152,004,541 for, 2,298,676 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,368,010 for, 10,205 against, 4,431 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: Election of Directors: Marcela E. Donadio

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Marcela E. Donadio”): 151,629,036 for, 2,673,402 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,160,747 for, 217,467 against, 4,430 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: Election of Directors: Sameh Fahmy

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Sameh Fahmy”): 152,607,463 for, 1,676,013 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,378,190 for, 25 against, 4,431 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: Election of Directors: Mark R. George

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Mark R. George”): 153,449,212 for, 856,767 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,378,202 for, 12 against, 4,431 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: Election of Directors: Mary K. Heitkamp

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Mary K. Heitkamp”): 152,207,108 for, 2,012,797 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,377,865 for, 348 against, 4,431 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: Election of Directors: John C. Huffard, Jr.

Norfolk Southern Corporation’s own tally for this item (“Elect Director: John C. Huffard, Jr.”): 148,653,437 for, 5,622,830 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,377,810 for, 405 against, 4,431 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: Election of Directors: Christopher T. Jones

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Christopher T. Jones”): 153,454,635 for, 805,321 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,378,202 for, 11 against, 4,431 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: Election of Directors: Gilbert H. Lamphere

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Gilbert H. Lamphere”): 152,909,098 for, 1,380,458 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,378,194 for, 20 against, 4,431 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: Election of Directors: Lori J. Ryerkerk

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Lori J. Ryerkerk”): 152,274,397 for, 1,924,124 against, per its Form 8-K filed May 8, 2026 (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: “Proposal 1 – Election of Directors Shareholders elected the following twelve directors, each to serve for a one-year term, by the following count:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 167 asset managers below reported 55,377,865 for, 347 against, 4,432 abstained, 171 not voted.

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

Description as filed by funds: To approve the Agreement and Plan of Merger, dated as of July 28, 2025, as it may be amended from time to time, by and among Norfolk Southern, Union Pacific Corporation, Ruby Merger Sub 1 Corporation and Ruby Merger Sub 2 LLC (the "merger agreement" and such proposal, the "merger agreement proposal").

Norfolk Southern Corporation’s own tally for this item (“1. The Merger Agreement Proposal”): 162,191,626 for, 2,366,923 against — passed, per its Form 8-K filed November 17, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1: The Merger Agreement Proposal Shareholders approved the Agreement and Plan of Merger entered into by and among Norfolk Southern, Union Pacific and two wholly owned subsidiaries of Union Pacific on July 28, 2025 (the "Merger Agreement"), and the transactions contemplated thereby, includi…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 176 asset managers below reported 54,513,153 for, 900 against, 41 abstained, 173 not voted.

Showing the 25 largest of 176 asset managers. See all 176 in the interactive database.

The 9 asset managers below reported 2,590,906 for. 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.

Description as filed by funds: TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 28, 2025, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG NORFOLK SOUTHERN, UNION PACIFIC CORPORATION, RUBY MERGER SUB 1 CORPORATION AND RUBY MERGER SUB 2 LLC (THE MERGER AGREEMENT" AND SUCH PROPOSAL, THE &QUOTMERGER AGREEMENT PROPOSAL"). "

Norfolk Southern Corporation’s own tally for this item (“1. The Merger Agreement Proposal”): 162,191,626 for, 2,366,923 against — passed, per its Form 8-K filed November 17, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 1: The Merger Agreement Proposal Shareholders approved the Agreement and Plan of Merger entered into by and among Norfolk Southern, Union Pacific and two wholly owned subsidiaries of Union Pacific on July 28, 2025 (the "Merger Agreement"), and the transactions contemplated thereby, includi…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

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, all 3 managers: 19,837 for.

Institutional-manager reports, all 3 managers: 2,249 for.

Description as filed by funds: To adjourn the Norfolk Southern special meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Norfolk Southern special meeting to approve the merger agreement proposal.

The 178 asset managers below reported 50,695,330 for, 3,749,095 against, 4,739 abstained, 173 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.

Showing the 25 largest of 178 asset managers. See all 178 in the interactive database.

The 8 asset managers below reported 2,590,906 for. 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.

Description as filed by funds: Approval of the advisory resolution on executive compensation, as disclosed in the proxy statement for the 2026 Annual Meeting of Shareholders.

Norfolk Southern Corporation’s own tally for this item (“3. Advisory Resolution on Executive Compensation ("Say on Pay")”): 145,144,991 for, 8,525,943 against — passed, per its Form 8-K filed May 8, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 – Advisory Resolution on Executive Compensation ("Say on Pay") Shareholders approved, on an advisory basis, the resolution on executive compensation, as disclosed in the proxy statement for the 2026 Annual Meeting of Shareholders, by the following count:”
Support: 94% 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 Corporation’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (31 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “COMPENSATION” (2 managers, 1,700 for); “To Approve, By An Advisory Vote, The Compensation Of The Company's Named Executives” (2 managers, 82 for).

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, all 160 managers: 55,167,456 for, 25,351 against, 4,440 abstained, 171 not voted, 51 mixed. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1,025 managers: 81,773,691 for, 4,886,696 against, 268,547 abstained, 14,279 not voted, 7,409 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Norfolk Southern in connection with the transactions contemplated by the merger agreement.

Norfolk Southern Corporation’s own tally for this item (“2. The Merger-Related Compensation Proposal”): 152,680,836 for, 11,189,077 against — passed, per its Form 8-K filed November 17, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: The Merger-Related Compensation Proposal Shareholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Norfolk Southern in connection with the transactions contemplated by the Merger Agreement.”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

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, all 169 managers: 53,765,831 for, 663,472 against, 19,001 abstained, 173 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 965 managers: 89,835,507 for, 4,617,863 against, 551 withheld, 50,332 abstained, 12,954 not voted, 4,600 unknown. Showing the 25 largest; see all in the interactive database.

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). 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.

Fund voting reports, all 8 managers: 2,580,997 for, 9,909 against.

Institutional-manager reports, all 24 managers: 1,146,471 for, 1,358,675 against.

Description as filed by funds: COMPENSATION

Norfolk Southern Corporation’s own tally for this item (“2. The Merger-Related Compensation Proposal”): 152,680,836 for, 11,189,077 against — passed, per its Form 8-K filed November 17, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2: The Merger-Related Compensation Proposal Shareholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Norfolk Southern in connection with the transactions contemplated by the Merger Agreement.”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 2 asset managers below reported 2,175 for.

Description as filed by funds: Ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors for the year ending December 31, 2026.

Norfolk Southern Corporation’s own tally for this item (“2. Ratification of Appointment of Independent Registered Public Accounting Firm”): 173,549,280 for, 10,296,435 against — passed, per its Form 8-K filed May 8, 2026 (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, 2026, by the following count:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 169 asset managers below reported 55,035,318 for, 346,103 against, 4,429 abstained, 171 not voted.

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.