All Three Leading Independent Proxy Advisory Firms Recommend Norfolk Southern Shareholders Vote “FOR” Significant Boardroom Change on the BLUE Proxy Card
Egan-Jones Recommends ELECTING ALL SEVEN Ancora Director Candidates and Supports the Replacement of CEO
ISS, Glass Lewis and Egan-Jones Have Endorsed Substantial Change, With All Three Recommending WITHHOLD Votes on Chair
Visit www.MoveNSCForward.com to Obtain Information on How to Vote “FOR” ALL SEVEN Director Candidates on the BLUE Proxy Card
“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
In its recently issued report, Egan-Jones highlighted its rationale for recommending shareholders vote “FOR” all seven Ancora Nominees:1
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“[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
- “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.”
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“Ancora’s candidates for the Company's top executive roles –
James Barber , Jr. as CEO andJamie 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,
Advisors
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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.
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 Alternatives and the other Participants have filed a definitive proxy statement and accompanying BLUE proxy card (the “Definitive Proxy Statement”) with the
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,
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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