Norfolk Southern to Add Board Member in Truce With Ancora

(Gene J. Puskar/Associated Press)

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A battle for control of Atlanta-based Norfolk Southern raged over the last nine months in executive suites, letters to shareholders and filings with the Securities and Exchange Commission.

An activist investor, Ancora Holdings Group, wanted new top executives and control of the board. Ancora succeeded in gaining some board seats, but didn’t gain majority control.

Still, much has changed in the past few months. On Nov. 14, Norfolk Southern announced it will add an independent director to its board as part of a settlement with Ancora.

Though Ancora didn’t get all that it wanted through its proxy fight, Norfolk Southern nonetheless has seen its C-suite overhauled — in part under pressure from Ancora and from the fallout of a scandal involving the railroad’s recently departed CEO, Alan Shaw.

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Shaw 

Shaw, who had led the company for two years, was fired in September for an alleged inappropriate relationship with another executive at the company, and replaced by Mark George, who was elevated from the role of chief financial officer.

Chief Operating Officer Paul Duncan was replaced by longtime railroad executive John Orr in March.

Norfolk Southern has been under severe scrutiny since February 2023, when a Norfolk Southern train carrying hazardous materials derailed in East Palestine, Ohio.

Late last month, Ohio-based Ancora appeared poised to restart its pressure campaign. In an Oct. 29 letter, Ancora nominated some of its own candidates to be elected to Norfolk Southern’s board next year.

But since then, Norfolk Southern and Ancora reached a “cooperation agreement” in which the two will “work together to identify an independent director” to join the board, according to Norfolk Southern. With the agreement, Ancora will withdraw its nomination of four director candidates.

With the addition, Norfolk Southern will have 14 members, including 13 independent members and George.

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George 

“I am confident that together with Ancora we will find the right independent director to join our board and support our team as we continue to build on the positive momentum that is underway at Norfolk Southern,” George said in a written statement.

The agreement signals the possibility of detente between Norfolk Southern and Ancora, after months of turmoil and fiery remarks from Ancora in May when it won some, but not all, of the board seats it was seeking.

At that time in May, Ancora’s president of its alternatives group, Jim Chadwick, said: “We intend to keep on fighting.”

But on Nov. 14, Ancora CEO Frederick DiSanto said in a written statement: “In our view, it’s a new day at Norfolk Southern following board refreshment, management enhancements, and new leadership’s efforts to establish a disciplined and operationally led network.”

Today, we announced that NS has entered into a cooperation agreement with Ancora Holdings Group after constructive engagement. Under the terms of the agreement, NS and Ancora will work together to identify an independent director to join our Board of Directors:… pic.twitter.com/atTw7YsY22 — Norfolk Southern (@nscorp) November 14, 2024

Ancora also cited Norfolk Southern’s “decisive action” on its internal investigation. Norfolk Southern announced Sept. 8 that its board was investigating allegations about the conduct of Shaw. It announced the termination of Shaw three days later.

“The Norfolk Southern of today is on the right track, and we look forward to continuing to support Mark and John’s go-forward actions to drive enhanced value for shareholders and all other stakeholders,” DiSanto said.

Norfolk Southern said Ancora has also agreed to vote in accordance with the board’s recommendations. Ancora agreed to a standstill period during which it will not acquire more than 4.9% of Norfolk Southern’s shares; not try to control, change or influence the board or change its management; and not call for a shareholder meeting nor present proposals at shareholder meetings, among other restrictions.

The agreement also includes a non-disparagement clause restricting Ancora and Norfolk Southern during the standstill period from attacking or disparaging each other.