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Form 8-K NORFOLK SOUTHERN CORP For: Mar 02

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March 2, 2015 9:04 AM EST


UNITED 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
Date of Report (Date of earliest event reported):
March 2, 2015 (March 2, 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)

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))

[ ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
        (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 March 2, 2015, Norfolk Southern issued a Press Release announcing that the Board of Directors has elected James A. Squires as Chief Executive Officer effective June 1, 2015. The press release is attached hereto as Exhibit 99.1.

Mr. Squires, 53, has been employed by Norfolk Southern since 1992, and he has served as President since June 1, 2013. Prior thereto, he served 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.

In connection with Mr. Squires’ election as Chief Executive Officer, effective June 1, 2015, Charles W. “Wick” Moorman will step down as Chief Executive Officer and remain an employee of the Corporation as Executive Chairman of the Board. In this position, Mr. Moorman will continue to lead the Board of Directors in its oversight and governance responsibilities, prioritize critical matters for Board review and deliberation, and facilitate communications between the Board and management. Mr. Moorman will also advise Mr. Squires as he transitions into his new position as Chief Executive Officer and will continue to provide input into Norfolk Southern’s long-term business strategy. Mr. Moorman will remain involved in Norfolk Southern’s government relations efforts, corporate citizenship initiatives, and certain operational activities. Additional information regarding the responsibilities of Mr. Moorman as Executive Chairman of the Board will be set forth in Norfolk Southern’s 2015 Proxy Statement.

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 or Mr. Moorman is a party or a participant was entered into or materially amended in connection with Mr. Squires’ appointment or Mr. Moorman’s continuing employment as Executive Chairman, and neither Mr. Squires nor Mr. Moorman received any grant or award, or any modification thereto, under any such plan, contract or arrangement in connection with such event.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

The following exhibits are furnished as part of this Current Report on Form 8-K:

Exhibit Number    Description

99.1            Press Release dated March 2, 2015







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/ Denise W. Hutson
Name: Denise W. Hutson
Title: Corporate Secretary

Date: March 2, 2015



                                                                 EXHIBIT INDEX

Exhibit Number
Description
99.1
Press Release dated March 2, 2015.






FOR IMMEDIATE RELEASE
March 2, 2015

Norfolk Southern names Jim Squires chief executive officer

NORFOLK, Va., Norfolk Southern Corporation (NYSE: NSC) today announced that James A. Squires will succeed Charles W. “Wick” Moorman as chief executive officer. The action by the company’s board of directors is part of its planned succession process and will be effective June 1, 2015.

Squires will continue in his current capacity as president and with all major divisions reporting to him, while Moorman will continue as executive chairman of the board of directors. Moorman and Squires will work closely together to ensure a seamless transition of leadership responsibilities.

“Jim has the right experience and vision to advance Norfolk Southern’s traditions of safety and service,” said Steven F. Leer, NS’ lead independent director. “NS is well-positioned to continue leading and innovating, and the board of directors is confident in the ability of the entire Thoroughbred team to deliver for our customers, shareholders, and communities.”

“Building on our record results in 2014, we are entering a great new time of performance and possibilities,” Moorman said. “Thanks to the dedication of Norfolk Southern people, the support of our customers and business partners, and the outstanding leadership team in place at Norfolk Southern – led by Jim Squires – I am confident that the company is poised for continued growth, success, and shareholder value creation.”

“Leading NS is an incredible honor,” Squires said. “I join our 30,000 employees in pledging that we will do everything possible to exceed the expectations of our shareholders and the people and businesses who depend on us. We welcome that opportunity, and we will meet that challenge.”

Squires, 53, joined Norfolk Southern in 1992 and served in several law positions before being named vice president law in 2003, senior vice president law in 2004, senior vice president financial planning in 2006, executive vice president finance in 2007, executive vice president administration in 2012, and president in 2013.


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Virginia Business magazine recognized Squires with its CFO Award for Publicly Traded Companies in Virginia in 2011. Appointed by then Governor Tim Kaine, Squires also served as chairman of Virginia's Transportation Accountability Commission.
A native of Hollis, N.H., Squires is a graduate of Amherst College, where he received a bachelor of arts in Ancient Greek in 1983. After graduation, he spent a year as Amherst-Doshisha Fellow at Doshisha University in Kyoto, Japan. He then served in the U.S. Army from 1985 to 1989. In 1992, he received a Juris Doctor degree from the University of Chicago Law School, where he has served as a member of the Visiting Committee.
Moorman has championed public-private partnerships to create rail infrastructure that benefits America long-term, led NS’ efforts to improve its environmental footprint and sustainable business model through “conservation capitalism,” and was among the earliest freight railroaders to seek more cooperation with the long-distance passenger and commuter railroads that use freight tracks. He is an advocate of balanced regulation to best serve the interests of railroads and their customers.

Said Leer, “On behalf of the entire board of Norfolk Southern, I thank Wick for his innumerable contributions as CEO. Wick raises the bar for an entire industry. His gift is to see where railroads need to go, find workable ways to get there, and generate the optimism that makes everyone want to get on the train. We will continue to benefit from that with Wick as board chair.”

A native of Hattiesburg, Miss., Moorman, 63, joined NS predecessor Southern Railway in 1970 as a coop student. He was named chairman, president and CEO in 2006, succeeding David R. Goode. In 2011, Railway Age magazine named Moorman “Railroader of the Year.”

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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