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     105  0 Kommentare ISS Recommends Shareholders Support Significant Change At Norfolk Southern by Voting the Blue Proxy Card “FOR” Five of Ancora’s Director Candidates

    Ohio-based Ancora Holdings Group, LLC (collectively with its affiliates, “Ancora” or “we”), which owns a large equity stake in Norfolk Southern Corporation (NYSE: NSC) (“Norfolk Southern” or the “Company”), today announced that Institutional Shareholder Services Inc. (“ISS”), a leading independent proxy advisory firm, has recommended that Norfolk Southern shareholders support meaningful boardroom change by voting for five of its seven director candidates (the “Shareholder Slate”) at the Company’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”) on May 9th. ISS recommends that shareholders elect William Clyburn, Jr., Sameh Fahmy, John Kasich, Gilbert Lamphere and Allison Landry to the Company’s Board of Directors (the “Board”). Previously, Glass Lewis recommended shareholders elect six of Ancora’s director candidates, including proposed CEO Jim Barber.

    Notably, both ISS and Glass Lewis recommend AGAINST Norfolk Southern’s proposed executive compensation. ISS is concerned by the effect of excluding costs associated with the derailment in East Palestine on increased vesting of closing cycle PSUs, while Glass Lewis noted that “the adjustments related to East Palestine require scrutiny.” The implications of questionable compensation decisions were raised by Ancora early in its campaign. The combination of the Board’s defensive actions and unflinching loyalty to Mr. Shaw and his strategy amidst stakeholder pushback gives credence to ISS’ scrutiny of the incumbent directors’ alignment with shareholder interests.

    Frederick D. DiSanto, Chairman and Chief Executive Officer of Ancora, and James Chadwick, President of Ancora Alternatives LLC, commented:

    “The leading proxy advisory firms have collectively sent a clear message about the need for significant, shareholder-driven change at Norfolk Southern. On the heels of Glass Lewis recommending for six of our seven director candidates, including proposed CEO Jim Barber, we are pleased to see ISS conclude that it’s ‘justifiable for shareholders who have already lost faith in the current management team to support the entire dissident slate.’ Both proxy advisory firms accurately diagnosed that Norfolk Southern has been plagued by disappointing corporate governance, misaligned executive compensation, poor safety and an unproven operating strategy that hasn’t produced shareholder value. It is encouraging that incumbent leadership was not able to rely on its meritless attacks and scripted platitudes to avoid accountability. However, as long as long-term insiders like Alan Shaw and Ms. Miles are in key decision-making roles, we believe the institutional biases that have hindered Norfolk Southern will remain in place and stall value creation.

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    ISS Recommends Shareholders Support Significant Change At Norfolk Southern by Voting the Blue Proxy Card “FOR” Five of Ancora’s Director Candidates Ohio-based Ancora Holdings Group, LLC (collectively with its affiliates, “Ancora” or “we”), which owns a large equity stake in Norfolk Southern Corporation (NYSE: NSC) (“Norfolk Southern” or the “Company”), today announced that Institutional …

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