Egan-Jones Recommends ELECTING ALL SEVEN Ancora Director Candidates and
Supports the Replacement of CEO Alan Shaw, Noting Jim Barber Has
“Best-in-Class Experience in Logistics and Transportation
Systems”
ISS, Glass Lewis and Egan-Jones Have Endorsed
Substantial Change, With All Three Recommending WITHHOLD Votes on Chair Amy Miles and Several
Tenured Incumbents
Visit www.MoveNSCForward.com to Obtain
Information on How to Vote “FOR” ALL
SEVEN Director Candidates on the BLUE Proxy Card
Ohio-based Ancora Holdings Group, LLC (collectively with its
affiliates, “Ancora” or “we”), which owns a large equity stake in
Norfolk Southern Corporation (NYSE: NSC) (“Norfolk Southern” or the
“Company”), today announced that all three independent proxy
advisory firms – Institutional Shareholder Services Inc. (“ISS”),
Glass, Lewis & Co. (“Glass Lewis”), and Egan-Jones Ratings
Company (“Egan-Jones”) – have now recommended that Norfolk Southern
shareholders vote “FOR” significant boardroom change at the
Company’s upcoming Annual Meeting of Shareholders (the “Annual
Meeting”) on May 9, 2024. Notably, all three proxy advisory firms
also recommend voting AGAINST Norfolk Southern’s proposed executive
compensation.
Frederick D. DiSanto, Chairman and Chief Executive Officer of
Ancora, and James Chadwick, President of Ancora Alternatives LLC,
commented:
“We’re pleased Egan-Jones is recommending shareholders vote on
the Blue proxy card for all of our director candidates, including
experienced Board member and proven network leader Jim Barber. All
three proxy advisory firms now support significant change at
Norfolk Southern. If shareholders support a majority change of the
Board, they can ensure that operationally proficient management
commences a network redesign and properly implements Precision
Scheduled Railroading. This three-year strategy, which differs
greatly from Norfolk Southern’s resilience railroading model, has
driven superior service, safety and long-term value at every other
publicly-traded Class I rail. Given the potential for Norfolk
Southern needing a new CEO after next month’s federal report on the
East Palestine derailment, now is the time to install proven
leadership who can execute a tried-and-true strategy that benefits
all stakeholders.”
In its recently issued report, Egan-Jones highlighted its
rationale for recommending shareholders vote “FOR” all seven Ancora
Nominees:1
- “[W]e strongly recommend that shareholders support the election
of Jim Barber as we believe that his best-in-class experience in
logistics and transportation systems will pave [the] way for the
Company to realign its strategies to achieve its targets and
increase business outlook.”
- “We support Ancora’s plan to replace Norfolk Southern’s current
CEO Alan Shaw […]”
- “A non-operational CEO has been at the helm long enough to show
his inability to put the pieces in place. The COO succession has
been problematic and expensive with the $25m buyout price tag on
the current COO Orr.”
- “We believe that the collective skills and expertise of the
seven Ancora Nominees will provide a pathway for growth and
competent railroad services and restore public trust at the same
time.”
Glass Lewis made the following points regarding the need for
change at Norfolk Southern in recommending shareholders elect six
Ancora nominees (including Jim Barber) and WITHHOLD on six
incumbents (including CEO Alan Shaw and Chair Amy Miles):2
- “We are also inclined to agree with Ancora’s critique of the
Company's current operating strategy as being one that relies on
inherently incompatible railroading concepts.”
- “Ancora’s candidates for the Company's top executive roles –
James Barber, Jr. as CEO and Jamie Boychuk as COO – have compelling
credentials and track records.”
- “[I]t’s not readily evident to us the Company's current
leadership had built up a sufficiently positive track record such
that investors might reasonably have the patience to allow
management to implement a relatively novel operating
strategy.”
- “Further, considering that railroad safety is currently at the
forefront of the minds of various key stakeholders, we believe a
“slash-and-burn” approach would likely be untenable […] Ancora
likely understands this line of thinking, as it has not called for
any draconian cost cuts and, instead, has made safety a stated
priority.”
In its report recommending shareholders vote FOR five of
Ancora’s director candidates, ISS noted the following:3
- “[Jim Barber] appears to be a capable candidate with experience
and skills that should be transferable to the railroad industry,
which makes him a credible director and CEO candidate.”
- “It would therefore be justifiable for shareholders who have
already lost faith in the current management team to support the
entire dissident slate.”
- “It is important to recognize that the dissident has also
articulated a plan that appears logical (the underlying model has
been implemented successfully at other Class I railroads), and has
assembled a credible management team that features a COO with
proven experience.”
- “In fact, the dissident has received public support from
several different types of shareholders, including labor unions, as
well as at least one large customer, which suggests that its
arguments have broad appeal.”
About Ancora
Founded in 2003, Ancora Holdings Group, LLC offers integrated
investment advisory, wealth management, retirement plan services
and insurance solutions to individuals and institutions across the
United States. The firm is a long-term supporter of union labor and
has a history of working with union groups and public pension plans
to deliver long-term value. Ancora’s comprehensive service offering
is complemented by a dedicated team that has the breadth of
expertise and operational structure of a global institution, with
the responsiveness and flexibility of a boutique firm. For more
information about Ancora, please visit https://ancora.net.
Advisors
Cadwalader, Wickersham & Taft LLP is serving as legal
advisor, with Longacre Square Partners LLC serving as
communications and strategy advisor and D.F. King & Co., Inc.
serving as proxy solicitor.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
The information herein contains “forward-looking statements.”
Specific forward-looking statements can be identified by the fact
that they do not relate strictly to historical or current facts and
include, without limitation, words such as “may,” “will,”
“expects,” “intends,” “believes,” “anticipates,” “plans,”
“estimates,” “projects,” “potential,” “targets,” “forecasts,”
“seeks,” “could,” “should” or the negative of such terms or other
variations on such terms or comparable terminology. Similarly,
statements that describe our objectives, plans or goals are
forward-looking. Forward-looking statements relate to future events
or future performance and involve known and unknown risks,
uncertainties, and other factors that may cause actual results,
levels of activity, performance or achievements or those of the
industry to be materially different from those expressed or implied
by any forward-looking statements. Norfolk Southern Corporation, a
Virginia corporation (“Norfolk Southern”), has also identified
additional risks relating to its business in its public filings
with the Securities and Exchange Commission (the “SEC”). Ancora
Alternatives LLC (“Ancora Alternatives”), and as applicable the
other participants in the proxy solicitation, have based these
forward-looking statements on current expectations, assumptions,
estimates, beliefs, and projections. While Ancora Alternatives and
the other participants, as applicable, believe these expectations,
assumptions, estimates, and projections are reasonable, such
forward-looking statements are only predictions and involve known
and unknown risks and uncertainties, many of which involve factors
or circumstances that are beyond the participants’ control. There
can be no assurance that any idea or assumption herein is, or will
be proven, correct. If one or more of the risks or uncertainties
materialize, or if the underlying assumptions of Ancora
Alternatives or any of the other participants described herein
prove to be incorrect, the actual results may vary materially from
outcomes indicated by these statements. Accordingly,
forward-looking statements should not be regarded as a
representation by Ancora Alternatives that the future plans,
estimates or expectations contemplated will ever be achieved. You
should not rely upon forward-looking statements as a prediction of
actual results and actual results may vary materially from what is
expressed in or indicated by the forward-looking statements. Except
to the extent required by applicable law, neither Ancora
Alternatives nor any participant will undertake and specifically
declines any obligation to disclose the results of any revisions
that may be made to any projected results or forward-looking
statements herein to reflect events or circumstances after the date
of such projected results or statements or to reflect the
occurrence of anticipated or unanticipated events.
Certain statements and information included herein have been
sourced from third parties. Ancora Alternatives does not make any
representations regarding the accuracy, completeness or timeliness
of such third party statements or information. Except as may be
expressly set forth herein, permission to cite such statements or
information has neither been sought nor obtained from such third
parties. Any such statements or information should not be viewed as
an indication of support from such third parties for the views
expressed herein.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The participants in the proxy solicitation are Ancora Catalyst
Institutional, LP (“Ancora Catalyst Institutional”), Ancora Merlin
Institutional, LP, (“Ancora Merlin Institutional”), Ancora Merlin,
LP (“Ancora Merlin”), Ancora Catalyst, LP (“Ancora Catalyst”),
Ancora Bellator Fund, LP (“Ancora Bellator”), Ancora Impact Fund LP
Series AA (“Ancora Impact AA”) and Ancora Impact Fund LP Series BB
(“Ancora Impact BB”) (each of which is a series fund within Ancora
Impact Fund LP) (Ancora Catalyst Institutional, Ancora Merlin
Institutional, Ancora Merlin, Ancora Catalyst, Ancora Bellator,
Ancora Impact AA and Ancora Impact BB, collectively, the “Ancora
Funds”), Ancora Advisors, LLC (“Ancora Advisors”), The Ancora Group
LLC (“Ancora Group”), Ancora Family Wealth Advisors, LLC (“Ancora
Family Wealth”), Inverness Holdings LLC (“Inverness Holdings”),
Ancora Alternatives, Ancora Holdings Group, LLC (“Ancora Holdings”)
and Frederick DiSanto (collectively, the “Ancora Parties”); and
Betsy Atkins, James Barber, Jr., William Clyburn, Jr., Sameh Fahmy,
John Kasich, Gilbert Lamphere and Allison Landry (the “Ancora
Nominees” and, collectively with the Ancora Parties, the
“Participants”).
Ancora Alternatives and the other Participants have filed a
definitive proxy statement and accompanying BLUE proxy card (the
“Definitive Proxy Statement”) with the SEC on March 26, 2024 to be
used to solicit proxies for, among other matters, the election of
its slate of director nominees at the 2024 annual meeting of
shareholders of Norfolk Southern.
IMPORTANT INFORMATION AND WHERE TO FIND IT
ANCORA ALTERNATIVES STRONGLY ADVISES ALL SHAREHOLDERS OF NORFOLK
SOUTHERN TO READ THE DEFINITIVE PROXY STATEMENT, ANY AMENDMENTS OR
SUPPLEMENTS TO SUCH DEFINITIVE PROXY STATEMENT, AND OTHER PROXY
MATERIALS FILED BY ANCORA ALTERNATIVES AS THEY CONTAIN IMPORTANT
INFORMATION. SUCH PROXY MATERIALS ARE AVAILABLE AT NO CHARGE ON THE
SEC’S WEBSITE AT WWW.SEC.GOV AND AT ANCORA ALTERNATIVE’S WEBSITE AT
WWW.MOVENSCFORWARD.COM. THE DEFINITIVE PROXY STATEMENT AND
ACCOMPANYING PROXY CARD WILL BE FURNISHED TO SOME OR ALL OF THE
COMPANY’S SHAREHOLDERS. SHAREHOLDERS MAY ALSO DIRECT A REQUEST TO
THE PARTICIPANTS’ PROXY SOLICITOR, D.F. KING & CO., INC., 48
WALL STREET, 22ND FLOOR, NEW YORK, NEW YORK 10005 (SHAREHOLDERS CAN
CALL TOLL-FREE: +1 (866) 227-7300).
Information about the Participants and a description of their
direct or indirect interests by security holdings or otherwise can
be found in the Definitive Proxy Statement.
1 Permission to use quotations from Egan-Jones was neither
sought nor obtained. 2 Permission to use quotations from Glass
Lewis was neither sought nor obtained. 3 Permission to use
quotations from ISS was neither sought nor obtained.
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version on businesswire.com: https://www.businesswire.com/news/home/20240503815335/en/
Longacre Square Partners Joe Germani / Charlotte Kiaie,
646-386-0091 MoveNSCForward@longacresquare.com D.F. King & Co.,
Inc. Edward McCarthy 212-229-2634 MoveNSCForward@dfking.com
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