Norfolk Southern

On January 24, 2022, Clyde H. "Jake" Allison, Jr. notified Norfolk Southern Corporation (the "Company") of his intention to retire from his position as Vice President and Controller of the Company, effective March 1, 2022. Mr. Allison’s successor will be named in advance of the effective date of his retirement.

At a meeting held on January 25, 2022, the Board of Directors of Norfolk Southern Corporation (the “Company”), as part of the Company’s CEO transition plans, elected Alan H. Shaw to the Board, effective May 1, 2022. As previously disclosed, Mr. Shaw also will succeed James A. Squires as the Company’s CEO on May 1, 2022. Mr. Shaw will serve on the Executive Committee of the Board. There are no arrangements or understandings pursuant to which Mr. Shaw was elected as director, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. As noted in the Company’s 8-K filed on December 2, 2021, additional compensation actions relating to Mr. Shaw’s appointment as President were considered at the Board’s January meeting. At such meeting, Mr.

Item 7.01. Regulation FD Disclosure On December 2, 2021, Norfolk Southern Corporation (the “Company”) issued a Press Release announcing James A. Squires’ intention to retire as Chairman, President and Chief Executive Officer. Mr. Squires will remain in his position as Chairman and Chief Executive Officer until May 1, 2022. A t a meeting held on December 1, 2021, the Company’s Board of Directors appointed Alan H. Shaw, age 54, to succeed Mr. Squires. Mr. Shaw will serve as President, effective immediately, and as President and Chief Executive Officer, commencing on May 1, 2022. Mr. Shaw has served as the Company’s Executive Vice President and Chief Marketing Officer since May 16, 2015 and has 27 years of experience at the Company in its marketing, operations and finance divisions. There are no arrangements or understandings pursuant to which Mr. Shaw was selected for his positions.

On January 4, 2021, the Compensation Committee (“Committee”) of the Board of Directors of Norfolk Southern Corporation (the “Corporation”) met to consider whether to use the discretion under the Corporation’s Executive Management Incentive Plan (“EMIP”) to adjust the annual incentive payout for the 2020 performance year. The Corporation’s executive officers participate in the EMIP, which is a cash annual incentive plan designed to compensate the Corporation’s executives based on achievement of annual corporate performance goals. At the January 4, 2021 meeting, the Committee reviewed the preliminary corporate performance results for the 2020 performance measures that the Committee established in January 2020 for operating ratio and operating income under the EMIP. The EMIP permits the Committee to use its discretion to increase corporate performance achievement up to certain maximums.

Appointment and Departure of Executive Officer On July 27, 2020, Norfolk Southern Corporation (“NS”) announced Michael J. Wheeler will cease serving as Executive Vice President and Chief Operating Officer, effective September 1, 2020. He will serve as Special Adviser to the Executive Vice President and Chief Operating Officer until September 30, 2020, to assist with the full transition of operating responsibilities to his successor and will retire on October 1, 2020. The Board of Directors appointed Cynthia Sanborn Executive Vice President and Chief Operating Officer of NS, effective September 1, 2020. Ms. Sanborn, age 55, joins NS from Union Pacific Corporation (UP), where she served most recently as Vice President Network Planning since April 2019 and prior thereto as Regional Vice President Transportation, Western Region USA since February 2018. Prior to joining UP, Ms.

On May 14, 2020, the Board of Directors elected Clyde Henry Allison Jr., Vice President and Controller of Norfolk Southern Corporation (“the Corporation”), effective June 1, 2020. Mr. Allison, age 56, joined the Corporation in 1993 and has served as Vice President and Treasurer since 2017. Prior thereto, he served as Vice President Audit and Compliance from 2013 to 2017 and previously served as Vice President and Controller from 2009 to 2013. There was no arrangement or understanding between Mr. Allison and any other person pursuant to which he was selected as an officer of Norfolk Southern and no family relationship between Mr. Allison and any director or executive officer. There are no transactions between Mr. Allison and the Corporation that would require disclosure under Item 404(a) of Regulation S-K. No material plan, contract or arrangement (written or otherwise) to which Mr.

On May 14, 2020, Norfolk Southern Corporation (the “Corporation”) adopted the Norfolk Southern Executive Severance Plan (the “Severance Plan”), which is applicable to the Company’s executive vice presidents, and which may be applicable to a senior vice president of the Company. The Company previously did not maintain any severance arrangements specifically for its senior or executive vice presidents. The Board’s purpose in adopting the Severance Plan is to meet the needs of the Company, its executives and prospective executives, by providing a severance arrangement similar to that offered by competitors for executive talent, and which allows the Company’s executives to continue to exercise their judgment and perform their responsibilities without the potential for distraction that can arise from concerns regarding their personal circumstances.

Election of New Directors On February 24, 2020, Norfolk Southern Corporation issued a Press Release, attached hereto as Exhibit 99.1, announcing that the Board of Directors elected John C. Huffard, Jr. and Christopher T. Jones to be directors of Norfolk Southern Corporation, effective February 21, 2020. The Board of Directors appointed Mr. Huffard to the Compensation Committee and the Finance and Risk Management Committee and Mr. Jones to the Audit Committee and the Governance and Nominating Committee. There was no arrangement or understanding between either Mr. Huffard or Mr. Jones and any other person pursuant to which they were elected as a director of Norfolk Southern. There are no transactions between either Mr. Huffard or Mr. Jones and the Corporation that would require disclosure under Item 404(a) of Regulation S-K.

Election of New Director On September 23, 2019, Norfolk Southern issued a Press Release, attached hereto as Exhibit 99.1, announcing that the Board of Directors elected Claude Mongeau to be a director of Norfolk Southern Corporation, effective immediately. The Board of Directors appointed Mr. Mongeau to the Compensation Committee and the Finance and Risk Management Committee. There was no arrangement or understanding between Mr. Mongeau and any other person pursuant to which he was elected as a director of Norfolk Southern. There are no transactions between Mr. Mongeau and the Corporation that would require disclosure under Item 404(a) of Regulation S-K. No material plan, contract or arrangement (written or otherwise) to which Mr. Mongeau is a party or a participant was entered into or materially amended in connection with his joining the Board, and Mr.

Appointment and Departure of Executive Officer On August 28, 2019, NS announced Cynthia C. Earhart will retire as Executive Vice President and Chief Financial Officer, effective November 1, 2019. Until Ms. Earhart’s retirement date, she will continue in her role as Executive Vice President and Chief Financial Officer, overseeing the financial reporting process and assisting with the full transition of financial responsibilities to her successor. The Board of Directors appointed Mark R. George Executive Vice President and Chief Financial Officer of NS, also effective November 1, 2019. Mr. George, age 52, joins NS from United Technologies Corporation (UTC), where he has served in various segments of UTC for thirty years. Mr.

On March 26, 2019, the Board of Directors elected three officers to new executive positions, effective April 1, 2019: • John M. Scheib, Executive Vice President and Chief Strategy Officer. Mr. Scheib joined Norfolk Southern in 2005 and has served as Executive Vice President – Law and Administration and Chief Legal Officer since March 2018. Prior thereto, he served as Senior Vice President Law and Corporate Relations, Vice President Law, and General Counsel at Norfolk Southern. • Ann A. Adams, Executive Vice President and Chief Transformation Officer. Ms. Adams joined Norfolk Southern in 2001 and has served as Vice President Human Resources since March 2016. Prior thereto, she served as Assistant Vice President Human Resources at Norfolk Southern. • Vanessa L. Allen Sutherland, Senior Vice President Law and Chief Legal Officer. Ms.

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.

Election of New Director On January 22, 2019, Norfolk Southern issued a Press Release, attached hereto as Exhibit 99.1, announcing that the Board of Directors elected Thomas C. “Colm” Kelleher to be a director of the Corporation, effective immediately. The Board of Directors appointed Mr. Kelleher to the Finance and Risk Management Committee. There was no arrangement or understanding between Mr. Kelleher and any other person pursuant to which he was elected as a director of Norfolk Southern. There are no transactions between Mr. Kelleher and the Corporation that would require disclosure under Item 404(a) of Regulation S-K. No material plan, contract or arrangement (written or otherwise) to which Mr. Kelleher is a party or a participant was entered into or materially amended in connection with his joining the Board of Directors, and Mr.

Appointment and Departure of Executive Officer On December 10, 2018, the Board of Directors elected Jason A. Zampi Vice President and Controller of NS, effective December 16, 2018. Mr. Zampi, age 44, joined NS in 2011 and has served as Assistant Vice President Corporate Accounting since 2016. Prior thereto, he served in various capacities in Finance and Accounting from 2011 to 2016. Prior to joining NS, he served as Senior Manager at KPMG. There was no arrangement or understanding between Mr. Zampi and any other person pursuant to which he was selected as an officer of Norfolk Southern and no family relationship between Mr. Zampi and any director or executive officer. There are no transactions between Mr. Zampi and the Corporation that would require disclosure under Item 404(a) of Regulation S-K. No material plan, contract or arrangement (written or otherwise) to which Mr.

On May 10, 2018, Mr. Erskine B. Bowles retired from the Norfolk Southern Board of Directors pursuant to Norfolk Southern Corporation’s Corporate Governance Guidelines, which mandate retirement effective the date of the Annual Meeting of Shareholders that next follows the date of the director’s 72 nd birthday.

Departure of Executive Officer On January 22, 2018, William A. Galanko announced his intention to retire from his position as Executive Vice President Law and Administration and Chief Legal Officer of Norfolk Southern Corporation (“NS”), effective March 1, 2018. On January 23, 2018, the Board of Directors elected John M. Scheib Executive Vice President Law and Administration and Chief Legal Officer of NS, effective March 1, 2018. Mr. Scheib joined NS in 2005 as an attorney and was named Vice President Law in 2016. Since joining NS, Mr. Scheib has held positions of increasing responsibility in the NS Law Department and assumed responsibility for government relations and corporate communications in 2017. Norfolk Southern issued a press release on January 23, 2018, announcing these actions. The press release is attached hereto as Exhibit 99.1.

Election of New Director On January 22, 2018 , Norfolk Southern issued a Press Release, attached hereto as Exhibit 99.2, announcing that the Board of Directors elected Jennifer F. Scanlon to be a director of the Corporation, effective immediately. The Board of Directors appointed Ms. Scanlon to the Compensation Committee and the Finance and Risk Management Committee. There was no arrangement or understanding between Ms. Scanlon and any other person pursuant to which she was elected as a director of Norfolk Southern. There are no transactions between Ms. Scanlon and the Corporation that would require disclosure under Item 404(a) of Regulation S-K. No material plan, contract or arrangement (written or otherwise) to which Ms. Scanlon is a party or a participant was entered into or materially amended in connection with her joining the Board of Directors, and Ms.

(e) Compensatory Arrangements for Certain Officers. On November 28, 2017, the Board of Directors approved an amendment to the Norfolk Southern Corporation Long-Term Incentive Plan (the “Plan”). A description of the material terms of the Plan was included in Norfolk Southern Corporation’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2015. The Plan amendment revised the definition of “Restriction Period” to change the minimum restriction period for restricted shares and restricted stock units from three years to ratable restriction periods over three years, so that the restriction period for an award of restricted stock or restricted stock units to an officer or employee will not expire more quickly than one-third of the award during each year of a three-year period.

On August 14, 2017, Norfolk Southern Corporation filed a Form 8-K announcing that the Norfolk Southern Board of Directors elected Cynthia C. Earhart to serve as Executive Vice President-Finance and Chief Financial Officer effective August 15, 2017. The press release attached to the 8-K as Exhibit 99.1 referred to Ms. Earhart as a certified public accountant. Ms. Earhart passed the Uniform Certified Public Accountant Examination and was licensed as a Certified Public Accountant, but she has not maintained her license because she has not been providing accounting services directly to the public.

On August 9, 2017, the Norfolk Southern Board of Directors elected Cynthia C. Earhart to serve as Executive Vice President-Finance and Chief Financial Officer effective August 15, 2017. Ms. Earhart, age 56, currently serves as Executive Vice President-Administration and Chief Information Officer. In connection with her election to Executive Vice President-Finance and Chief Financial officer, she will retain her information technology responsibilities. Ms. Earhart has been employed by Norfolk Southern since 1985. She has served as Executive Vice President-Administration since June 1, 2013, and assumed the additional role of Chief Information Officer on October 1, 2015. Prior thereto, she served as Vice President Human Resources from March 1, 2007, until May 30, 2013, and Vice President Information Technology from February 1, 2001, to February 28, 2007.

Director or officer change (Item 5.02). Open the filing for details.

Departure of Executive Officer On April 21, 2017, Marta R. Stewart provided the Board of Directors notice of her intent to retire from her position as Executive Vice President and Chief Financial Officer of Norfolk Southern effective August 1, 2017. Norfolk Southern issued a press release on April 26, 2017, announcing this action and stated that NS has initiated an internal and external search for her successor. The press release is attached hereto as Exhibit 99.1.

On January 23, 2017, the Compensation Committee (the “Committee”) of the Board of Directors of Norfolk Southern Corporation (“NS”) approved a retention award for Marta R. Stewart, the Company’s Executive Vice President Finance and Chief Financial Officer. The award was granted in the form of time-based restricted stock units (“RSUs”), with Ms. Stewart receiving a grant of 2,080 RSUs. In general, the RSUs have a three-year restriction period that expires on January 26, 2020, and require that Ms. Stewart remain in active employment until September 30, 2018 (subject to earlier vesting in the event of death) to avoid forfeiture of the award. The award was granted pursuant to the terms and conditions of a Restricted Stock Unit Award (“RSU Award Agreement”) which was approved by the Committee on January 23, 2017.

Election of New Directors On November 28, 2016 , Norfolk Southern issued a Press Release, attached hereto as Exhibit 99.2, announcing that on November 28, 2016, the Board of Directors elected Mitchell E. Daniels Jr. and Marcela E. Donadio to be directors of the Corporation, effective immediately. The Board of Directors appointed Mr. Daniels to the Compensation Committee and the Governance and Nominating Committee, and appointed Ms. Donadio to the Audit Committee and the Finance and Risk Management Committee. There was no arrangement or understanding between either Mr. Daniels or Ms. Donadio and any other person pursuant to which they were elected as directors of Norfolk Southern. There are no transactions between either Mr. Daniels or Ms. Donadio and the Corporation that would require disclosure under Item 404(a) of Regulation S-K.

Departure of Executive Officer The Corporation is amending its 8-K filed September 28, 2016, to correct the title of Mr. Galanko. On September 27, 2016, James A. Hixon announced his intention to retire from his position as Executive Vice President Law and Corporate Relations and Chief Legal Officer of Norfolk Southern effective December 1, 2016. The Board of Directors elected William A. Galanko Senior Vice President Law and Corporate Communications o f Norfolk Southern effective December 1, 2016. Mr. Galanko joined NS in 1990 as a tax attorney and was named Vice President Taxation in 1999, Vice President Financial Planning in 2005, and Vice President Law in 2006. Norfolk Southern issued a press release on September 28, 2016, announcing these actions. The press release is attached hereto as Exhibit 99.1.

Departure of Executive Officer On September 27, 2016, James A. Hixon announced his intention to retire from his position as Executive Vice President Law and Corporate Relations and Chief Legal Officer of Norfolk Southern effective December 1, 2016. The Board of Directors elected William A. Galanko Executive Vice President Law and Corporate Relations and Chief Legal Officer of Norfolk Southern effective December 1, 2016. Mr. Galanko joined NS in 1990 as a tax attorney and was named Vice President Taxation in 1999, Vice President Financial Planning in 2005, and Vice President Law in 2006. Norfolk Southern issued a press release on September 28, 2016, announcing these actions. The press release is attached hereto as Exhibit 99.1.

Director or officer change (Item 5.02). Open the filing for details.