Form 8-K NORFOLK SOUTHERN CORP For: Sep 22
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E-mailUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 22, 2015 (September 22, 2015)
________________________________
NORFOLK SOUTHERN CORPORATION
(Exact name of registrant as specified in its charter)
________________________________
Virginia | 1-8339 | 52-1188014 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
Three Commercial Place | 757-629-2680 | |
Norfolk, Virginia 23510-9241 | (Registrant's telephone number, including area code) | |
(Address of principal executive offices) | ||
No Change
(Former name or former address, if changed since last report)
(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))
(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))
(17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 22, 2015, Norfolk Southern issued four Press Releases attached hereto as Exhibits 99.1 through 99.4 announcing the following management changes and director resignation:
1. | The Board of Directors has elected James A. Squires as Chairman, President and Chief Executive Officer of Norfolk Southern Corporation effective October 1, 2015. Mr. Squires, 54, has been employed by Norfolk Southern since 1992, and he has served as President and Chief Executive Officer since June 1, 2015. Prior thereto, he served as President from June 1, 2013, until June 1, 2015; as Executive Vice President Administration from August 1, 2012, until June 1, 2013; as Executive Vice President Finance and Chief Financial Officer from July 1, 2007, until August 1, 2012; as Executive Vice President Finance from April 1, 2007, until July 1, 2007; and as Senior Vice President Financial Planning from 2006 to 2007. See Exhibit 99.1. |
2. | In connection with Mr. Squires’ election as Chairman, effective October 1, 2015, Charles W. “Wick” Moorman will step down as Executive Chairman. Mr. Moorman will remain an employee of Norfolk Southern as Special Advisor to the CEO until December 31, 2015, and will retire at that time. Mr. Moorman also has announced his resignation from the Board of Directors effective December 31, 2015. See Exhibit 99.2. |
3. | Mark D. Manion announced his intention to retire from his position as Executive Vice President Operations and Chief Operating Officer of Norfolk Southern effective February 1, 2016. See Exhibit 99.3. |
4. | The Board of Directors has elected Michael J. Wheeler as Executive Vice President Operations and Chief Operating Officer of Norfolk Southern effective February 1, 2016, and Senior Vice President Operations from October 1, 2015, through January 31, 2016. Mr. Wheeler, 53, has been employed by Norfolk Southern since 1985, and he has served as Vice President Engineering since 2012. Prior thereto, he served as Vice President Transportation from 2009 until 2012 and held positions in the mechanical and transportation departments. See Exhibit 99.4. |
Norfolk Southern confirms, as required by regulations under the Securities and Exchange Act of 1934, that (1) there is no family relationship between Mr. Squires and any director or executive officer of Norfolk Southern, (2) there was no arrangement or understanding between Mr. Squires and any other person pursuant to which he was elected to his position with Norfolk Southern, and (3) there is no transaction between Mr. Squires and Norfolk Southern that would require disclosure under Item 404(a) of Regulation S-K. No material plan, contract, or arrangement (whether or not written) to which Mr. Squires is a party or a participant was entered into or materially amended in connection with Mr. Squires appointment to Chairman, President and Chief Executive Officer, and Mr. Squires did not receive any grant or award or any modification thereto, under any such plan, contract or arrangement in connection with such event.
Norfolk Southern further confirms, as required by regulations under the Securities and Exchange Act of 1934, that (1) there is no family relationship between Mr. Wheeler and any director or executive officer of Norfolk Southern, (2) there was no arrangement or understanding between Mr. Wheeler and any other person pursuant to which he was elected to his position with Norfolk Southern, and (3) there is no transaction between Mr. Wheeler and Norfolk Southern that would require disclosure under Item 404(a) of Regulation S-K. No material plan, contract, or arrangement (whether or not written) to which Mr. Wheeler is a party or a participant was entered into or materially amended in connection with Mr. Wheeler’s appointment to Senior Vice President Operations and Executive Vice President Operations, and
Mr. Wheeler did not receive any grant or award or any modification thereto, under any such plan, contract or arrangement in connection with either such event.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit Number | Description |
99.1 99.2 99.3 99.4 | Press Release dated September 22, 2015, on James A. Squires. Press Release dated September 22, 2015, on Charles W. Moorman. Press Release dated September 22, 2015, on Mark D. Manion. Press Release dated September 22, 2015, on Michael J. Wheeler. |
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.
SIGNATURES
NORFOLK SOUTHERN CORPORATION
(Registrant)
/s/ Juan K. Cunningham
Name: Juan K. Cunningham
Title: Vice President, Human Resources
Title: Vice President, Human Resources
Date: September 22, 2015
EXHIBIT INDEX
Exhibit Number | Description |
99.1 99.2 99.3 99.4 | Press Release dated September 22, 2015, on James A. Squires. Press Release dated September 22, 2015, on Charles W. Moorman. Press Release dated September 22, 2015, on Mark D. Manion. Press Release dated September 22, 2015, on Michael J. Wheeler. |
FOR IMMEDIATE RELEASE
Jim Squires named chairman of Norfolk Southern board of directors
NORFOLK, Va., Sept. 22, 2015 – Norfolk Southern (NYSE: NSC) President and CEO James A. Squires has been named chairman of the corporation’s board of directors, effective Oct. 1, 2015.
The appointment reflects Norfolk Southern’s robust succession process in support of sustainable growth, service dependability, financial success, and value creation for shareholders, said Steven F. Leer, NS’ lead independent director.
“Norfolk Southern and all of those who depend on NS benefit from a seasoned, thoughtful, and future-focused leader in Jim Squires,” Leer said. “Jim, his senior management team, and the entire NS workforce enjoy the board’s full confidence and support as we work together to make the most of the opportunities ahead.”
Charles W. “Wick” Moorman, executive chairman of the NS board of directors, said, “Jim goes forward with the people, resources, and creativity to take Norfolk Southern to the next level in service to our shareholders, customers, and communities. That mandate is clear, and I have the highest confidence that Jim and the entire Norfolk Southern team will succeed admirably.”
Squires, 54, joined Norfolk Southern in 1992 and served in numerous law, finance, and administration positions before being named president in 2013 and CEO in March 2015. His appointment as chairman follows the announcement that Moorman is stepping down as executive chairman of the board of directors, effective Oct. 1, 2015.
About Norfolk Southern
Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 20,000 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal, automotive, and industrial products.
Media Inquiries:
Frank Brown, 757-629-2710 ([email protected])
Investor Inquiries:
Katie Cook, 757-629-2861 ([email protected])
http://www.norfolksouthern.com
###
FOR IMMEDIATE RELEASE
Wick Moorman steps down as executive chairman of Norfolk Southern board of directors
NORFOLK, Va., Sept. 22, 2015 – Charles W. “Wick” Moorman is completing his service as executive chairman of the board of directors of Norfolk Southern Corp. (NYSE: NSC), effective Oct. 1, 2015. Moorman will continue to serve as a director until retiring from the board effective Dec. 31, 2015.
Moorman will serve as senior advisor to the CEO from Oct. 1 through Dec. 31, 2015, at which time he will retire as a Norfolk Southern employee.
The announcement was made today by NS President and CEO James A. Squires, who said, “I speak for the 30,000-strong Norfolk Southern team in expressing our gratitude for Wick’s leadership, friendship, and vision over some of the most remarkable years in Norfolk Southern’s history.
“Thanks in great part to him, Norfolk Southern and the railroad industry are far more modern in our thinking, more technologically advanced in our operations, and more thoughtful in managing our footprint for our business partners and those we serve,” Squires said.
“Simply put, Wick’s imprint is unique and indelible,” said Steven F. Leer, NS’ lead independent director. “It is my great honor, on behalf of Norfolk Southern’s entire board, to offer congratulations and best wishes to Wick and his family.”
About Norfolk Southern
Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 20,000 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal, automotive, and industrial products.
Media Inquiries:
Frank Brown, 757-629-2710 ([email protected])
Investor Inquiries:
Katie Cook, 757-629-2861 ([email protected])
http://www.norfolksouthern.com
###
FOR IMMEDIATE RELEASE
Mark Manion to retire as Norfolk Southern executive vice president and chief operating officer
NORFOLK, Va., Sept. 22, 2015 – Mark D. Manion, executive vice president and chief operating officer for Norfolk Southern Corp. (NYSE: NSC), has announced his intention to retire effective Feb. 1, 2016, President and CEO James A. Squires said today.
“Mark’s contributions to Norfolk Southern’s operations and culture have been extraordinary,” said Squires. “His ideas and initiatives have impacted every NS employee and every NS customer.”
As COO, Manion has promoted improvements in the railroad’s ability to capture, synthesize, and report metrics that reflect the network’s timeliness and reliability. He has supported research and implementation of groundbreaking initiatives such as the Unified Train Control System and Movement Planner to reduce traffic congestion, LEADER technology to boost fuel efficiency, and locomotive rebuilds to reduce operating costs.
Manion has had a profound influence not just on the work that is done, but on the way in which it is done. He has led the implementation of a behavior-based management approach that develops leadership in employees at every level and that is bringing real change to Norfolk Southern’s culture. In addition, he has championed new approaches to workplace and operational safety that emphasize personal responsibility.
“Mark’s leadership is characterized by big ideas and big results,” Squires said.
Manion joined NS in 1975 as a management trainee. He served in a range of operations positions, including trainmaster, superintendent, general manager, vice president mechanical, and senior vice president transportation operations before in 2004 being named executive vice president operations with responsibility for transportation, mechanical, engineering, safety and environmental, and other employees who together represent the majority of NS’ workforce.
Manion serves as a director of the National Safety Council and is past chair of the Safety and Operations Management Committee of the Association of American Railroads. His longstanding commitment to safe rail operations is reflected in statements he made to a key committee of the U.S. House of Representatives in 2011. “Pursuing safe rail operations is not an option, it’s an imperative,” he said. “It makes business sense, and it’s the right thing to do. Railroads are at the forefront of advancing safety.”
Manion also serves as a director of the Transportation Technology Center Inc. and the United Way of South Hampton Roads.
About Norfolk Southern
Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 20,000
route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal, automotive, and industrial products.
Media Inquiries:
Frank Brown, 757-629-2710 ([email protected])
Investor Inquiries:
Katie Cook, 757-629-2861 ([email protected])
http://www.norfolksouthern.com
###
FOR IMMEDIATE RELEASE
Wheeler named chief operating officer, Earhart named chief information officer, Merilli named vice president engineering at Norfolk Southern
NORFOLK, Va., Sept. 22, 2015 – The board of directors of Norfolk Southern Corp. (NYSE: NSC) has named Michael J. Wheeler executive vice president and chief operating officer, effective Feb. 1, 2016, following the retirement of Mark D. Manion on that date.
Additionally, effective Oct. 1, 2015, Cindy C. Earhart’s title is executive vice president administration and chief information officer, reflecting her new responsibility for the corporation’s Information Technology department. Earhart assumes the IT responsibility following the Oct. 1, 2015, retirement of Deborah H. Butler.
In making the announcements, President and CEO James A. Squires said, “Mike and Cindy have the experience and expertise to build on Norfolk Southern’s culture of excellence. As part of our senior leadership team, they have earned the highest levels of trust and respect from those who depend on us for the reliable, efficient, and safe delivery of the freight that makes the economy move.”
Before assuming COO duties, Wheeler will serve as senior vice president operations, effective Oct. 1, 2015, through Jan. 31, 2016. NS’ transportation, mechanical, and engineering groups will report to him, while the safety and environmental, police, and network and service management groups will continue to report to Manion.
Wheeler, who has served as vice president engineering since 2012, joined NS in 1985 as a research engineer. He served in positions of increasing responsibility in the corporation’s mechanical and transportation areas -- including shop superintendent, trainmaster, division superintendent, and general manager -- before being named vice president transportation in 2009. Wheeler holds degrees from the University of Tennessee and Virginia Tech.
Earhart, the new CIO, joined NS in 1985 as supervisor subsidiary accounting. She served in key accounting and information technology positions before being named vice president human resources in 2007 and executive vice president administration in 2013. Earhart earned her degree from the University of Missouri.
Squires also announced that, effective Oct. 1, 2015, Philip Merilli has been named vice president engineering, reporting to Wheeler and with office in Atlanta. His department is responsible for the construction, maintenance, and inspection of the rail network’s tracks, bridges, and signal systems.
Merilli, who has served as assistant vice president maintenance of way and structures since 2013, joined an NS predecessor line in 1981 as an assistant roadmaster. He served in a variety of engineering positions, including track supervisor, division engineer, and chief engineer line maintenance, before being named to his most recent position. Merilli holds a degree from Penn State.
About Norfolk Southern
Norfolk Southern Corporation (NYSE: NSC) is one of the nation’s premier transportation companies. Its Norfolk Southern Railway Company subsidiary operates approximately 20,000 route miles in 22 states and the District of Columbia, serves every major container port in the eastern United States, and provides efficient connections to other rail carriers. Norfolk Southern operates the most extensive intermodal network in the East and is a major transporter of coal, automotive, and industrial products.
Media Inquiries:
Frank Brown, 757-629-2710 ([email protected])
Investor Inquiries:
Katie Cook, 757-629-2861 ([email protected])
http://www.norfolksouthern.com
###
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