NS Shareholders Spurn Ancora Takeover Bid

Norfolk Southern CEO Alan Shaw will keep his job.

The Atlanta-based Class 1 carrier said today that a preliminary count of votes to elect members of the company’s board of directors showed that 10 of the 13 candidates favored by NS management has been elected.

Three candidates supported by Cleveland investment firm Ancora Holdings were elected by NS shareholders.

Ancora has since February waged a proxy fight to gain control of the NS board. The investment firm has said that if its eight proposed candidates won board seats that they would oust Shaw in favor of former United Parcel Service executive James Barber.

The results won’t be final until they are filed with the U.S. Securities and Exchange Commission.

Although Shaw is expected to keep his job, NS Board Chair Amy Miles was not so fortunate. She was defeated along with incumbent board members Jennifer Scanlon and John Thompson.

In a statement, Ancora tried to put a positive face on the outcome by claiming the vote showed lack of confidence in Shaw’s leadership.

The Ancora statement said that Shaw “barely received support from holders of 50% of the company’s outstanding shares.”

In its own statement, NS called the vote a recognition “that positive change is underway at Norfolk Southern.”

NS pledged to continue working to close the gap in performance metrics with its peers and grow value for shareholders.

Throughout the proxy fight Ancora had argued that its proposed new management team could squeeze more profit out of NS.

Ancora also criticized Shaw for keeping too many resources on hand during a traffic downturn and for what the investment firm characterized as missteps following the February 2023 derailment East Palestine.

NS shareholders did approve the election of three Ancora-backed candidates for board seats.

They are William Clyburn, Jr., former commissioner and vice-chairman of the U.S. Surface Transportation Board; Sameh Fahmy, former EVP of precision scheduled railroading at Kansas City Southern; and Gilbert Lamphere, chairman of MidRail Corporation and co-founder of MidSouth Rail Corporation.

Votes also elected the following candidates who were supported by NS management:

Shaw; Richard Anderson, former CEO of Amtrak and Delta Air Lines; Philip Davidson, retired four-star admiral in the U.S. Navy; Francesca DeBiase, former executive vice president and global chief supply chain officer of McDonald’s Corp.; Marcela Donadio, former partner and Americas Oil and Gas sector leader, Ernst & Young; Heidi Heitkamp, former U.S. senator from North Dakota; John Huffard Jr., co-founder of Tenable Network Security Inc., and Tenable Holdings Inc.; Christopher Jones, former corporate VP and president of the technology services sector of Northrop Grumman Corporation; Thomas Kelleher, chairman of UBS Group AG and former president of Morgan Stanley; and Claude Mongeau, former president and CEO of Canadian National.

Ancora said the three new NS directors it supported for board seats would work with other board members to seek change at the railroad that has struggled to meet financial and operational targets.

Tags: Ancora Holdings, Norfolk Southern, NS board of directors, NS CEO Alan Shaw, proxy fight