Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On May 20, 2020, the Company amended and restated its Code of Business Conduct and Ethics (the "Code"). The amendments to the Code primarily were made to reflect the comments and guidance set forth in the NYSE Listed Company Manual. The foregoing summary is qualified in its entirety by the full text of the Code, which is available in the "Corporate Governance - Governance Documents" section under the "Investors" tab of the Company's website at www.kcsouthern.com.

Item 5.07 Submission of Matters to Vote of Security Holders.

On May 21, 2020, the Company held its 2020 Annual Meeting of Stockholders. Due to the public health impact of the coronavirus outbreak (COVID-19), the Annual Meeting was conducted virtually, via live audio webcast. All participants, including both stockholders and admitted guests, were provided an opportunity to submit questions to the Company during this meeting.

The following proposals were submitted to a vote of the stockholders. The proposals are described in the Company's definitive proxy statement for the 2020 Annual Meeting previously filed with the Securities and Exchange Commission on April 9, 2020.

Proposal 1 - Election of ten directors

The following nominees for the Board of Directors of the Company were elected to hold office until the Annual Meeting of Stockholders of the Company in 2021:

Nominee: Lydia I. Beebe


     For          Against       Abstain    Broker Non-Vote
  78,632,440      455,741       262,395       6,360,860


Nominee: Lu M. Cordova


     For          Against       Abstain    Broker Non-Vote
  77,283,317     2,013,509      53,750        6,360,860


Nominee: Robert J. Druten


       For          Against      Abstain    Broker Non-Vote
   74,576,983      4,717,586     56,007        6,360,860


Nominee: Antonio O. Garza, Jr.


       For             Against        Abstain    Broker Non-Vote
   77,400,633         1,748,590       201,353       6,360,860



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Nominee: David Garza-Santos


       For             Against        Abstain    Broker Non-Vote

78,161,495 932,018 257,063 6,360,860

Nominee: Janet H. Kennedy


       For             Against        Abstain    Broker Non-Vote

79,054,862 96,253 199,461 6,360,860

Nominee: Mitchell J. Krebs


       For             Against        Abstain    Broker Non-Vote

78,959,291 133,429 257,856 6,360,860

Nominee: Henry M. Maier


       For             Against        Abstain    Broker Non-Vote
   77,850,995         1,388,393       111,188       6,360,860


Nominee: Thomas A. McDonnell


       For             Against        Abstain    Broker Non-Vote
   72,753,628         6,546,507       50,441        6,360,860


Nominee: Patrick J. Ottensmeyer


        For                Against          Abstain    Broker Non-Vote
     79,129,726            164,700          56,150        6,360,860


Proposal 2 - Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020.

Company stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020 as set forth below:



     For         Against     Abstain
  85,528,163     106,325     76,949



Proposal 3 - Advisory (non-binding) vote approving the 2019 compensation of the Company's Named Executive Officers.

Company stockholders cast their votes with respect to the advisory (non-binding) vote approving the 2019 compensation of the Company's Named Executive Officers as set forth below:



     For         Against     Abstain    Broker Non-Vote
  72,007,343    7,144,005    199,228       6,360,860


Proposal 4 - Stockholder proposal requesting for stockholder action by written consent.

Company stockholders did not approve the proposal as set forth below:

For Against Abstain Broker Non-Vote

18,401,144 60,746,175 203,257 6,360,860

Item 7.01 Regulation FD Disclosure

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In a news release dated May 21, 2020, the Company announced the results of its 2020 Annual Meeting of Stockholders. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits
Exhibit No.          Description
99.1                   News release dated May 21, 2020, issued by Kansas City Southern entitled
                         "    KCS Holds Annual Meeting of Stockholders, Elects Ten Directors and
                     Announces Preferred and Common Dividends.    "
104                  Cover page information from Kansas City Southern's Current Report on Form 8-K
                     filed on May 26, 2020, formatted in iXBRL (Inline Extensible Business Reporting
                     Language) and included as Exhibit 101.



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