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Norfolk Southern DEFA14A 2012

Documents found in this filing:

  1. Defa14A
  2. Defa14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.      )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o

Preliminary Proxy Statement

     

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

     

o

Definitive Proxy Statement

     

x

Definitive Additional Materials

     

o

Soliciting Material Pursuant to §240.14a-12

Norfolk Southern Corporation


(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

x

No fee required.

o 

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) 

Title of each class of securities to which transaction applies:

                                                                                                                                                                                                                                                                                                

(2) 

Aggregate number of securities to which transaction applies:

                                                                                                                                                                                                                                                                                             

(3) 

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

                                                                                                                                                                                                                                                                                               

(4) 

Proposed maximum aggregate value of transaction:

                                                                                                                                                                                                                                                                                               

(5) 

Total fee paid:

 

                                                                                                                                                                                                                                                                                               

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

       

(1) 

Amount Previously Paid:

                                                                                                                                                                                                                                                                                               

(2) 

Form, Schedule or Registration Statement No.:

                                                                                                                                                                                                                                                                                               

(3) 

Filing Party:

                                                                                                                                                                                                                                                                                               

(4) 

Date Filed:

                                                                                                                                                                                                                                                                                               

 


As a result of the Corporation's engagement with shareholders on executive compensation issues, Norfolk Southern Corporation amended its Executive Management Incentive Plan to provide that bonuses paid to any executive under the plan will not exceed the lesser of three tenths of one percent of the Corporation's income from railway operations for the incentive year or ten million dollars. 

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