Home / Companies / Norfolk Southern Corporation / 9 May 2024
Norfolk Southern Corporation: meeting of 9 May 2024
Votes reported on Form N-PX, item by item
1,327 Form N-PX filers reported votes at the Norfolk Southern Corporation meeting of 9 May 2024. Their records fall into 9 items below, in ballot order: management items first, then proposals from security holders. Each bar shows how the reporting filers split; it is not the result of the meeting.
foragainstabstain, withhold or otheramber tick: the portion cast against management
Items
DIRECTOR ELECTIONSIssuer
Director elections
26 nominees; 51.3% of reported votes for; 268 filers withheld from or voted against at least one nominee.
18,719 vote records from 309 filers. 23 of the 280 filers that marked the item either way voted against management. 29 filers reported this item without a management mark.
One filer reported a share count too large to be the holding described. No share split is published for this item. How that is decided
DIRECTOR ELECTIONSSecurity holder
Director elections (nominees put forward by security holders)
14 nominees; 56.0% of reported votes for; 177 filers withheld from or voted against at least one nominee.
8,166 vote records from 244 filers. 20 of the 220 filers that marked the item either way voted against management. 24 filers reported this item without a management mark.
One filer reported a share count too large to be the holding described. No share split is published for this item. How that is decided
SECTION 14A SAY-ON-PAY VOTESIssuer
Advisory vote on executive pay (say-on-pay)
3,560 vote records from 1,288 filers. 161 of the 549 filers that marked the item either way voted against management. 739 filers reported this item without a management mark.
One filer reported a share count too large to be the holding described. No share split is published for this item. How that is decided
AUDIT-RELATEDIssuer
Audit-related items (auditor ratification)
1,331 vote records from 306 filers. 11 of the 278 filers that marked the item either way voted against management. 28 filers reported this item without a management mark.
COMPENSATIONIssuer
COMPENSATION: management items
Management items in this category are shown together; filers word and number them differently.
53 vote records from 26 filers. 3 of the 21 filers that marked the item either way voted against management. 5 filers reported this item without a management mark.
CORPORATE GOVERNANCEIssuer
CORPORATE GOVERNANCE: management items
Management items in this category are shown together; filers word and number them differently.
837 vote records from 258 filers. 9 of the 210 filers that marked the item either way voted against management. 48 filers reported this item without a management mark.
One filer reported a share count too large to be the holding described. That figure is left out of the share split below; the count of filers includes it. How that is decided
OTHER SOCIAL ISSUESSecurity holder
A Shareholder proposal regarding an annual report on lobbying activities, policies and communications.
665 vote records from 277 filers. 8 of the 16 filers that marked the item either way voted against management. 261 filers reported this item without a management mark.
One filer reported a share count too large to be the holding described. That figure is left out of the share split below; the count of filers includes it. How that is decided
CORPORATE GOVERNANCESecurity holder
To approve the proposal to repeal any provision of, or amendment to, the Bylaws, dated as of July 25,...
581 vote records from 239 filers. 20 of the 76 filers that marked the item either way voted against management. 163 filers reported this item without a management mark.
Several categoriesSecurity holder
Shareholder proposals (not separable from the filings)
Filers described these proposals in wordings that could not be matched to one another, so they are shown together.
791 vote records from 281 filers. 11 of the 106 filers that marked the item either way voted against management. 175 filers reported this item without a management mark.
How the largest families voted
| Family | 1. Directors | 2. Directors | 3. Say-on-pay | 4. Auditor | 7. Proposal | 8. Proposal |
|---|---|---|---|---|---|---|
| Vanguard | For | Abstain or withhold | Against * | For | For | Against |
| BlackRock and iShares | For | Abstain or withhold | For | For | Split or no vote | Against |
| Fidelity | For | Abstain or withhold | Against * | For | Against | For * |
| Dimensional | For * | For | Against | For | Against | Split or no vote |
| State Street and SPDR | For | Abstain or withhold | For | For | For | Against |
| American Century | Abstain or withhold | For | Against | For | For | Split or no vote |
| Franklin Templeton | Abstain or withhold | For | Against | For | Against | For |
| Invesco | Abstain or withhold | For | Against | For | Against | Split or no vote |
| Equitable | For | For | Against | For | For | Against |
| Charles Schwab | Split or no vote | Split or no vote | Split or no vote | Split or no vote | Against | For |
| Nuveen and TIAA | For | Abstain or withhold | For | For | For | For * |
| ProShares and ProFunds | For | For | Against | For | For | Split or no vote |
| John Hancock and Manulife | Abstain or withhold | No report | Against * | For | For | No report |
| Morgan Stanley, Eaton Vance and Calvert | For | For | Against * | For | For | Against |
| J.P. Morgan | For | For * | Against * | For | Split or no vote | Against |
| Goldman Sachs | For | Abstain or withhold | Against * | For | For | Against |
| WisdomTree | For * | Abstain or withhold * | Against | For | Against | Split or no vote |
| PGIM and Prudential | Abstain or withhold | For | Against * | For | Against | For * |
| Jackson National funds | For | No report | Against * | For | For | No report |
| Northern Trust and FlexShares | For * | Abstain or withhold * | For * | For | For | Split or no vote |
| SEI | Split or no vote | Split or no vote | Split or no vote | Split or no vote | For | For |
| T. Rowe Price | For | For | Against * | For | Against | Against |
| Thrivent | For | For | Against | For | Against | Split or no vote |
| Lincoln Financial | Abstain or withhold | For | Against | For | Against | Against |
| Voya | Abstain or withhold | For | Against * | For | For | Against |
| First Trust | For | For | Against | For | Against | Split or no vote |
| Russell Investments | Split or no vote | Split or no vote | Split or no vote | Split or no vote | For | For |
| Nationwide | Abstain or withhold | For | Against * | For | For | For * |
| Victory Capital | Abstain or withhold | For | Against | For | For | Split or no vote |
| Brighthouse Funds | For | For | Against | For | For | Split or no vote |
| Guggenheim and Rydex | For | For | Against | For | For | Split or no vote |
| Columbia Threadneedle | Abstain or withhold | For | For | For | For | Split or no vote |
| BNY Mellon | For * | For * | Against * | For | Against | For * |
| Principal | For | For | Against | For | For | Split or no vote |
| Capital Group and American Funds | For | For | Against | For | Against | Split or no vote |
| Pacific Life funds | Abstain or withhold | For | Against * | For | For | For * |
| Global X | Split or no vote | No report | Split or no vote | Split or no vote | No report | No report |
| MFS | For | For | Against | For | For | Split or no vote |
| Transamerica | For | For * | Against * | For | Against | For * |
| Federated Hermes | No report | No report | Split or no vote | No report | No report | No report |
| AllianceBernstein | Abstain or withhold | For | Against | For | For | Split or no vote |
| Hartford Funds | Split or no vote | Split or no vote | Split or no vote | Split or no vote | Split or no vote | Split or no vote |
| DWS | For | For | Against | For | For | Split or no vote |
| PIMCO | Abstain or withhold | For | Against | Against * | For | Split or no vote |
| Allspring | For | For | Against | For | For | Split or no vote |
| MassMutual | For | For | Against * | For | Against | Against |
| Virtus | Abstain or withhold | For | Against | For | For | Split or no vote |
| VanEck | Split or no vote | Split or no vote | Split or no vote | Split or no vote | For | For |
| Macquarie and Delaware Funds | No report | No report | Against | No report | No report | No report |
| Janus Henderson | No report | No report | Against | No report | No report | No report |
| Neuberger Berman | No report | No report | Split or no vote | No report | No report | No report |
| American Beacon | Abstain or withhold | For | Against | For | For | Split or no vote |
| Natixis and Loomis Sayles | For | No report | Against | For | For | No report |
| Lord Abbett | Abstain or withhold | For | Against | For | For | Split or no vote |
| Cohen & Steers | Abstain or withhold | No report | Against | For | For | No report |
| Dodge & Cox | Abstain or withhold * | For * | Against * | For | Against | Split or no vote |
| Baird | No report | No report | Against | No report | No report | No report |
* against management. A family's position is the way most of its reported shares were voted across its filers; "split" means no single position led. "No report" means none of the family's filers listed the item.
Questions
How did large funds vote at the Norfolk Southern Corporation meeting?
1,327 Form N-PX filers reported votes at the meeting of 9 May 2024. On say-on-pay, 161 of 549 voted against management (29.3%). 2 proposals from security holders could be told apart in the filings. The family table lists each of the largest families item by item.
Is this the meeting result?
No. These are the votes of funds and managers that file Form N-PX, counted by filer and by the shares they reported. The certified result, which includes every shareholder, is reported by Norfolk Southern Corporation on Form 8-K.
Why are director elections shown as counts only?
Director records name the nominee. This site does not publish pages or rows about individuals, so for director elections it keeps the number of nominees and the split of votes and discards the wording.
Every meeting on file for Norfolk Southern Corporation
Provenance: SEC EDGAR, Form N-PX and N-PX/A filings listing Norfolk Southern Corporation with a meeting date within three days of 9 May 2024. Proposal titles are the most common wording among filers and are replaced by the SEC category where a wording could name a person. Not verified by the SEC. Filings read through 23 Sep 2026.