Item 7.01. Regulation FD Disclosure

On December 2, 2021, Norfolk Southern Corporation (the "Company") issued a Press Release announcing James A. Squires' intention to retire as Chairman, President and Chief Executive Officer. Mr. Squires will remain in his position as Chairman and Chief Executive Officer until May 1, 2022.

At a meeting held on December 1, 2021, the Company's Board of Directors appointed Alan H. Shaw, age 54, to succeed Mr. Squires. Mr. Shaw will serve as President, effective immediately, and as President and Chief Executive Officer, commencing on May 1, 2022. Mr. Shaw has served as the Company's Executive Vice President and Chief Marketing Officer since May 16, 2015 and has 27 years of experience at the Company in its marketing, operations and finance divisions.

There are no arrangements or understandings pursuant to which Mr. Shaw was selected for his positions. He has no family relationships with any of the Company's directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.

In connection with Mr. Shaw assuming the role of President, effective December 1, 2021, Mr. Shaw's base salary was adjusted to $800,000. For the period in which he is serving as President, Mr. Shaw's annual incentive opportunity under the Company's Executive Management Incentive Plan will be 150% of base salary, with the actual payment increased or decreased as described in the Company's annual proxy statement. Additional compensation actions will be considered by the Board of Directors in early 2022.

The Company also announced that Claude "Ed" Elkins has been promoted to succeed Mr. Shaw as Executive Vice President and Chief Marketing Officer, effective December 1, 2021.

A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

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 dated December 2, 2021

104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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