Norfolk Southern Shareholders Elect Three New Directors, Reaffirm Support for CEO in Proxy Battle with Activist Investor Ancora Holdings

On May 9, Norfolk Southern shareholders elected three new directors to the company’s board of directors and re-elected CEO Alan Shaw following a contentious proxy battle with activist investor Ancora Holdings. Ancora, who pushed to elect seven newcomers to the 13-member board, also encouraged investors to remove Shaw from his position, but this proposal was not successful. The outcome of the voting was initially reported by Reuters, who revealed that Ancora was likely to secure some board seats. Three of Ancora’s nominees – William Clyburn, Sameh Fahmy, and Gilbert Lamroupe – were successfully elected, while investors declined to support board chair Amy Miles, Jennifer Scanlon (chair of the governance and nominating committee), and John Thompson (chair of the human capital management and compensation committee). Ancora argued that fresh blood was required to improve financial and operational metrics, while Norfolk Southern contended that its existing team possessed the correct strategy and personnel. Prominent proxy advisory firms had previously recommended that shareholders elect at least five of Ancora’s seven suggested candidates, asserting that change was necessary at the railway, which is worth $52 billion. However, Norfolk Southern warned that substituting its board members with Ancora’s suggestions would “introduce substantial risk” and ultimately harm long-term shareholder value. (Source: Finance Yahoo! News and Reuters)