Item 5.02 Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Appointment and Departure of Executive Officer

On July 27, 2020, Norfolk Southern Corporation ("NS") announced Michael J. Wheeler will cease serving as Executive Vice President and Chief Operating Officer, effective September 1, 2020. He will serve as Special Adviser to the Executive Vice President and Chief Operating Officer until September 30, 2020, to assist with the full transition of operating responsibilities to his successor and will retire on October 1, 2020.

The Board of Directors appointed Cynthia Sanborn Executive Vice President and Chief Operating Officer of NS, effective September 1, 2020. Ms. Sanborn, age 55, joins NS from Union Pacific Corporation (UP), where she served most recently as Vice President Network Planning since April 2019 and prior thereto as Regional Vice President Transportation, Western Region USA since February 2018. Prior to joining UP, Ms. Sanborn served in various capacities at CSX Corporation for over thirty years and as CSX's Executive Vice President, Chief Operating Officer from September 2015 to February 2018.

There was no arrangement or understanding between Ms. Sanborn and any other person pursuant to which she was selected as an officer of NS and no family relationship between Ms. Sanborn and any director or executive officer. There are no transactions between Ms. Sanborn and NS that would require disclosure under Item 404(a) of Regulation S-K.

In connection with Ms. Sanborn's appointment and upon her becoming an executive officer, she will receive an annual salary of $600,000, a cash starting bonus of $500,000, and an award under the Long-Term Incentive Plan consisting of restricted stock units valued at $2,000,000 on the award date under the terms set forth in the Form of Norfolk Southern Corporation Long-Term Incentive Plan Off-Cycle Award Agreement for Restricted Stock Units, incorporated by reference to Exhibit 10.7 to NS' Form 10-Q filed on April 24, 2019 (SEC File No. 001-08339) , along with an incentive bonus opportunity and other benefits available to other employees at the executive vice president level.

NS issued a press release on July 27, 2020, announcing this retirement and appointment. The press release is attached and filed herewith as Exhibit 99.1.




Item 9.01.  Financial Statements and Exhibits.



(d) Exhibits

The following exhibit is filed as part of this Current Report on Form 8-K:





Exhibit Number Description
99.1             Press Release dated July 27, 2020

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.

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