Norfolk Southern corrects Ancora's false and misleading statements
Urges shareholders to vote "FOR" ONLY
Among many other claims, Ancora grossly overestimates the 12-month savings across numerous categories and their "estimated savings" are simply not supported by the mathematical reality. Ancora has unrealistically projected expected savings of
In
The presentation also corrects the false and misleading statements made by Ancora including:
FALSE & MISLEADING |
THE FACTS |
THE OUTCOMES |
Disregarding |
The company is accelerating the execution of the plan through changes in leadership and operations. |
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Dismissing the four decades of success and experience of recently hired COO, |
Hiring John resulted in an inconsequential change to a commercial agreement with CPKC.
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Ignoring significant safety improvements that are driving results. |
In the wake of East Palestine (EP),
Management, with board oversight, implemented a six-point safety plan and accelerated enhancements to its safety culture and operational transformation.
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Overlooking |
Widening of the operating ratio occurred in 2023, as
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Discounting |
The company has improved key operating metrics over the last several weeks, reflecting changes and reprioritizations that were already in process and accelerated by the arrival of |
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Failing to recognize |
The board implemented executive compensation initiatives, including the addition of OR as a performance metric.
The board eliminated the 2023 annual incentive awards payout. |
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Mischaracterizing Norfolk Southern's superior and fit-for-purpose board. |
The board has proactively refreshed its ranks and provided effective oversight to ensure best-in-class governance practices and that it has the necessary expertise to oversee
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1 The operating ratio improvements discussed and presented on this page represent adjusted operating ratio. See "Non-GAAP Financial Measures" below for information regarding the definition and reconciliation to GAAP operating ratio. |
The presentation and other important information related to
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About
Since 1827,
Important Additional Information
The Company has filed a definitive proxy statement (the "2024 Proxy Statement") on Schedule 14A and a WHITE proxy card with the
Certain Information Concerning Participants
The Company, its directors and certain of its executive officers and employees may be deemed participants in the solicitation of proxies from shareholders in connection with the matters to be considered at the 2024 Annual Meeting. Information regarding the direct and indirect interests, by security holdings or otherwise, of the persons who may, under the rules of the
Cautionary Statement on Forward-Looking Statements
Certain statements in this press release are "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, as amended. These statements relate to future events or our future financial performance, including statements relating to our ability to execute on our strategic plan and our 2024 Annual Meeting and involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance, or our achievements or those of our industry to be materially different from those expressed or implied by any forward-looking statements. In some cases, forward-looking statements may be identified by the use of words like "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "believe," "estimate," "project," "consider," "predict," "potential," "feel," or other comparable terminology. The Company has based these forward-looking statements on its current expectations, assumptions, estimates, beliefs, and projections. While the Company believes 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 Company's control. These and other important factors, including those discussed under "Risk Factors" in our Annual Report on Form 10-K for the year ended
Non-GAAP Financial Measures
This document includes the presentation and discussion of adjusted operating ratio. This figure adjusts our GAAP financial results to exclude the effects of the direct costs resulting from the East Palestine incident. We use this non-GAAP financial measure internally and believe this information provides useful supplemental information to investors to facilitate making period to period comparisons by excluding the costs arising from the East Palestine incident, and in 2024, also excluding other charges relating to restructuring efforts, shareholder matters and a deferred tax adjustment. While we believe that this non-GAAP financial measure is useful in evaluating our business, this information should be considered as supplemental in nature and is not meant to be considered in isolation from, or as a substitute for, the related financial information prepared in accordance with GAAP. In addition, this non-GAAP financial measure may not be the same as similar measures presented by other companies. See below for a reconciliation of the 2023 non-GAAP operating ratio figures provided in this document to GAAP operating ratio. With respect to projections and estimates for future non-GAAP operating ratio, including full year 2024 adjusted operating ratio guidance and our longer term adjusted operating ratio target, the Company is unable to predict or estimate with reasonable certainty the ultimate outcome of certain items required for the GAAP measure without unreasonable effort. Information about the adjustments that are not currently available to the Company could have a potentially unpredictable and significant impact on future GAAP results.
The following table adjusts our 2023 GAAP financial results to exclude the effects of the East Palestine incident. The income tax effects of this non-GAAP adjustment were calculated based on the applicable tax rates to which the non-GAAP adjustment related:
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Non-GAAP Reconciliation for 2023 |
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Reported |
East Palestine |
Adjusted (non- |
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($ in millions, except per share amounts) |
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Income from railway operations |
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Income taxes |
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Net income |
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Diluted earnings per share |
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Railway operating ratio (percent) |
76.5 |
(9.1) |
67.4 |
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