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





Election of New Directors

On February 24, 2020, Norfolk Southern Corporation issued a Press Release, attached hereto as Exhibit 99.1, announcing that the Board of Directors elected John C. Huffard, Jr. and Christopher T. Jones to be directors of Norfolk Southern Corporation, effective February 21, 2020. The Board of Directors appointed Mr. Huffard to the Compensation Committee and the Finance and Risk Management Committee and Mr. Jones to the Audit Committee and the Governance and Nominating Committee.

There was no arrangement or understanding between either Mr. Huffard or Mr. Jones and any other person pursuant to which they were elected as a director of Norfolk Southern. There are no transactions between either Mr. Huffard or Mr. Jones and the Corporation that would require disclosure under Item 404(a) of Regulation S-K.

No material plan, contract or arrangement (written or otherwise) to which either Mr. Huffard or Mr. Jones is a party or a participant was entered into or materially amended in connection with their joining the Board of Directors, and neither Mr. Huffard nor Mr. Jones 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 filed as part of this Current Report on Form 8-K:





Exhibit Number Description
99.1             Press Release
104            Cover Page Interactive Data File (embedded within the Inline XBRL

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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