NSC » Topics » Item 5.02. Departure of Directors or Certain Executive Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

This excerpt taken from the NSC 8-K filed Sep 22, 2008.

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

Election of New Director

            On September 22, 2008, Norfolk Southern issued a Press Release, attached hereto as Exhibit 99.1, announcing that the Board of Directors at its meeting on September 22, 2008, elected Michael D. Lockhart to be a director, effective immediately.  The Board of Directors also appointed Mr. Lockhart to the Audit Committee and the Finance Committee, effective September 22, 2008.    

Mr. Lockhart, 59, Lancaster, Pennsylvania, has been chairman of the board, president and chief executive officer of Armstrong World Industries, Inc. and its predecessor, Armstrong Holdings, Inc., since August 2000.  Mr. Lockhart previously served as chairman and chief executive officer of General Signal Corporation (a diversified manufacturer) from September 1995 until it was acquired in October 1998.  He joined General Signal as president and chief operating officer in 1994.  From 1981 until 1994, Mr. Lockhart worked for General Electric Company in various executive capacities in GE Capital, GE Transportation Systems and GE Aircraft Engines.

Norfolk Southern confirms, as required by regulations under the Securities Exchange Act of 1934, that (1) there was no arrangement or understanding between Mr. Lockhart and any other person pursuant to which he was elected as a director of Norfolk Southern, and (2) there is no transaction between Mr. Lockhart and Norfolk Southern that would require disclosure under Item 404(a) of Regulation S-K. 

No material plan, contract or arrangement (whether or not written) to which Mr. Lockhart is a party or a participant was entered into or materially amended in connection with his joining the Board of Directors, and, other than as discussed below, Mr. Lockhart did not receive any grant or award or any modification thereto, under any such plan, contract or arrangement in connection with such event. 

Under the terms of the Norfolk Southern Corporation Directors' Restricted Stock Plan, Mr. Lockhart received a grant of 3,000 restricted shares upon his election to the Board.  These shares will be registered in Mr. Lockhart's name, and he will have all rights of ownership (including the right to vote the shares and receive dividends); however, these shares may not be sold, pledged or otherwise encumbered during a restriction period which began on the date of grant and ends on the earlier of Mr. Lockhart's death or six months after he becomes disabled or retires.  In the event Mr. Lockhart does not retire in accordance with the terms of the plan, these shares will be forfeited. 


This excerpt taken from the NSC 8-K filed Feb 25, 2008.

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

Resignation of Director

            Jane Margaret O'Brien resigned as a member of Norfolk Southern's Board of Directors effective January 31, 2008.           

Election of New Director

            On February 25, 2008, Norfolk Southern issued a Press Release, attached hereto as Exhibit 99.1, announcing that the Board of Directors at its meeting on February 22, 2008, elected Karen N. Horn to be a director, effective immediately.  The Board of Directors also appointed Ms. Horn to the Governance and Nominating Committee and the Finance Committee, effective February 22, 2008.    

Ms. Horn, 64, Lyme, Connecticut, has been senior managing director of Brock Capital Group since 2004.  Ms. Horn served as president of Private Client Services and managing director of Marsh, Inc., a subsidiary of MMC, from 1999 until her retirement in 2003.  Prior to joining Marsh, she was senior managing director and head of international private banking, Bankers Trust Company; chair and chief executive officer of Bank One, Cleveland, N.A.; president of the Federal Reserve Bank of Cleveland; treasurer of Bell Telephone Company of Pennsylvania; and vice president of First National Bank of Boston.  Ms. Horn serves as director of T. Rowe Price Mutual Funds; The U. S. Russia Investment Fund, a presidential appointment; Simon Property Group, Inc.; Eli Lilly and Company; and Fannie Mae.

Norfolk Southern confirms, as required by regulations under the Securities Exchange Act of 1934, that (1) there was no arrangement or understanding between Ms. Horn and any other person pursuant to which she was elected as a director of Norfolk Southern, and (2) there is no transaction between Ms. Horn and Norfolk Southern that would require disclosure under Item 404(a) of Regulation S-K. 

No material plan, contract or arrangement (whether or not written) to which Ms. Horn is a party or a participant was entered into or materially amended in connection with her joining the Board of Directors, and, other than as discussed below, Ms. Horn did not receive any grant or award or any modification thereto, under any such plan, contract or arrangement in connection with such event. 

Under the terms of the Norfolk Southern Corporation Directors' Restricted Stock Plan, Ms. Horn received a grant of 3,000 shares of restricted stock upon her election to the Board.  These shares will be registered in Ms. Horn's name, and she will have all rights of ownership (including the right to vote the shares and receive dividends); however, these shares may not be sold, pledged or otherwise encumbered during a restriction period which began on the date of grant and ends on the earlier of Ms. Horn's death or six months after she becomes disabled or retires.  In the event Ms. Horn does not retire in accordance with the terms of the plan, these shares will be forfeited. 

EXCERPTS ON THIS PAGE:

8-K
Sep 22, 2008
8-K
Feb 25, 2008
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