SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 8, 2019 (February 5, 2019)
NORFOLK SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
(State or Other Jurisdiction
(Commission File Number)
Three Commercial Place
(Registrant's telephone number, including area code)
(Address of principal executive offices)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company. [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 5.02(b). Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Wesley G. Bush, a member of the Board of Directors of Norfolk Southern Corporation (the “Corporation”), notified the Corporation on February 5, 2019, of his decision to resign from the Board of Directors, effective immediately. Mr. Bush’s resignation is not due to any disagreement with the Corporation on any matter relating to our operations, policies, or practices.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
In light of Mr. Bush’s decision and consistent with the terms of the Corporation’s Bylaws, the Board amended Article II - Section I of the Bylaws to decrease the number of directors from thirteen (13) to twelve (12), effective February 6, 2019. The amended Bylaws are attached hereto as 3(ii).
Item 9.01. Financial Statements and Exhibits.
The following exhibit is filed as part of this Current Report on Form 8-K:
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NORFOLK SOUTHERN CORPORATION
/s/ Denise W. Hutson
Name: Denise W. Hutson
Title: Corporate Secretary
Date: February 8, 2019