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NORFOLK SOUTHERN CORP. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and NORFOLK SOUTHERN CORP.’s Form 8-K (Item 5.07 on EDGAR). Page generated 02 October 2026.

36Reported items
1,009Asset managers
22,436Fund votes
2024-05-09Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore NORFOLK SOUTHERN CORP. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by NORFOLK SOUTHERN CORP.

These tallies are NORFOLK SOUTHERN CORP.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

NORFOLK SOUTHERN CORP. — official shareholder meeting results, meeting held 2024-05-09
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Richard H. Anderson	155,963,709	--	--	20,882,198	--	Majority: yes
Elect Director: Philip S. Davidson	148,120,555	--	--	27,961,598	--	Majority: yes
Elect Director: Francesca A. DeBiase	156,252,279	--	--	20,684,529	--	Majority: yes
Elect Director: Marcela E. Donadio	156,826,952	--	--	20,096,127	--	Majority: yes
Elect Director: Mary Kathryn "Heidi" Heitkamp	95,984,122	--	--	80,906,794	--	Majority: yes
Elect Director: John C. Huffard, Jr.	113,181,028	--	--	63,763,787	--	Majority: yes
Elect Director: Christopher T. Jones	158,000,865	--	--	18,922,320	--	Majority: yes
Elect Director: Thomas C. Kelleher	121,979,232	--	--	54,954,477	--	Majority: yes
Elect Director: Amy E. Miles	64,271,195	--	--	112,663,573	--	Plurality election
Elect Director: Claude Mongeau	115,064,565	--	--	61,873,324	--	Majority: yes
Elect Director: Jennifer F. Scanlon	81,607,126	--	--	95,329,798	--	Plurality election
Elect Director: Alan H. Shaw	113,918,528	--	--	63,022,232	--	Majority: yes
Elect Director: John R. Thompson	52,012,141	--	--	124,923,422	--	Plurality election
Elect Director: Betsy Atkins	67,807,262	--	--	107,797,967	--	Plurality election
Elect Director: James Barber, Jr.	62,038,091	--	--	113,578,206	--	Plurality election
Elect Director: William Clyburn, Jr.	110,126,338	--	--	65,474,552	--	Majority: yes
Elect Director: Sameh Fahmy	111,026,536	--	--	64,570,407	--	Majority: yes
Elect Director: John Kasich	78,694,346	--	--	93,921,110	--	Plurality election
Elect Director: Gilbert Lamphere	121,001,573	--	--	54,596,890	--	Majority: yes
Elect Director: Allison Landry	87,180,961	--	--	88,422,646	--	Plurality election
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm Shareholders ratified the appointment of KPMG LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2024, by the followin	172,513,214	9,428,447	943,579	--	--	Majority: yes
Proposal 3: Advisory Resolution on Executive Compensation ("Say on Pay") Shareholders did not approve the advisory resolution on executive compensation, by the following count:	47,617,715	122,902,245	6,980,579	--	5,384,701	Majority: no
Proposal 4: Shareholder Proposal Regarding an Annual Report on Lobbying Activities, Policies, and Communications Shareholder did not approve the shareholder proposal, by the following count:	67,237,257	105,805,718	4,457,564	--	5,384,701	Majority: no
Proposal 5: Ancora Bylaw Proposal to repeal any provision or amendment of Norfolk Southern's Bylaws Adopted by the Board Without Shareholder Approval After July 25, 2023 Shareholders approved a proposal submitted by Ancora Group to repeal any provision or amen	105,852,005	66,786,301	4,862,233	--	5,384,701	Majority: yes

Source: NORFOLK SOUTHERN CORP., Form 8-K — read the filing on EDGAR.

How asset managers voted at the NORFOLK SOUTHERN CORP. 2023-2024 meeting

Each item below shows how the 1,009 asset managers that disclosed a NORFOLK SOUTHERN CORP. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of NORFOLK SOUTHERN CORP.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Approval of the advisory resolution on executive compensation, as disclosed in the Norfolk Southern's proxy statement for the 2024 Annual Meeting.

COMPENSATIONMajority of the votes cast: no

Meeting held 2024-05-09.

Combines 30 wordings of this item as funds reported it.

28% Majority: no · of votes cast

FOR 28%AGAINST 72%

FOR: 47,617,715AGAINST: 122,902,245

NORFOLK SOUTHERN CORP.’s own tally for this item (“Proposal 3: Advisory Resolution on Executive Compensation ("Say on Pay") Shareholders did not approve the advisory resolution on executive compensation, by the following count:”): 47,617,715 for, 122,902,245 against, per its Form 8-K (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 21% for, 54.4% against (75% of the company cast a for/against vote).

The 958 asset managers below cast 18% of the shares they voted on this item FOR (28,129,455 for, 131,552,810 against).

FOR 16%AGAINST 76%

FOR: 28,129,455 (16.2%)AGAINST: 131,552,810 (75.7%)ABSTAIN: 3,014,295 (1.7%)NOT VOTED: 11,035,883 (6.3%)ABSTAIN (OPPOSITION BLUE CARD): 144,938 (0.1%)N/A: 6,262 (0.0%)WITHHOLD/ABSTAIN: 5,788 (0.0%)UNKNOWN: 214 (0.0%)

Largest asset managers voting on “Approval of the advisory resolution on executive compensation, as disclosed in the Norfolk Southern's proxy st” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	338,600	20,164,407	0	Against
Dodge & Cox	0	13,944,897	0	Against
BlackRock	10,872,075	134,963	0	For
T. Rowe Price	0	8,760,630	0	Against
JPMorgan	0	6,830,875	0	Against
State Street	6,659,787	13,881	0	For
Fidelity	508,067	4,195,437	1,832,225	Against
Lazard	0	6,501,778	0	Against
Charles Schwab	0	2,686,386	0	Not Voted
American Century	0	4,968,064	0	Against
GEODE CAPITAL MANAGEMENT, LLC	0	4,423,948	0	Against
Kodai Capital Management LP	0	4,000,000	0	Against
EdgePoint Investment Group Inc.	0	3,703,867	0	Against
Capital Group	392	3,418,770	0	Against
Northern Trust	2,878,084	175,613	2,410	For
Invesco	3,046	2,135,031	0	Against
Idaho Trust Bank	0	2,030,000	0	Against
Legal & General Investment Management Ltd	0	1,866,225	0	Against
Dimensional	0	1,832,458	0	Against
LONDON CO OF VIRGINIA	0	1,718,412	0	Against
FRANKLIN ADVISERS INC	0	1,667,655	0	Against
Magellan Asset Management Ltd	756,952	0	0	For
Global X	0	750,311	0	Against
First Sentier Investors (Australia) IM Ltd	0	771,168	0	Against
UBS	0	1,452,833	0	Against

Showing the 25 largest of 958 asset managers. See all 958 in the interactive database.

2. RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS NORFOLK SOUTHERN'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 11 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 172,513,214AGAINST: 9,428,447

NORFOLK SOUTHERN CORP.’s own tally for this item (“Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm Shareholders ratified the appointment of KPMG LLP as the Corporation's independent registered public accounting firm for the year e”): 172,513,214 for, 9,428,447 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 76% for, 4% against (81% of the company cast a for/against vote).

The 163 asset managers below cast 99.7% of the shares they voted on this item FOR (67,994,401 for, 186,559 against).

FOR 96%

FOR: 67,994,401 (95.8%)AGAINST: 186,559 (0.3%)ABSTAIN: 17,766 (0.0%)NOT VOTED: 2,783,747 (3.9%)UNKNOWN: 100 (0.0%)

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS NORFOLK SOUTHERN'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIR” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	19,300,535	0	For
JPMorgan	6,830,675	0	For
Dodge & Cox	6,285,100	0	For
BlackRock	4,872,510	0	For
Fidelity	4,466,034	0	For
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	2,586,743	0	For
American Century	2,250,223	0	For
Capital Group	1,645,469	0	For
State Street	1,584,037	48	For
Dimensional	1,566,847	0	For
Global X	750,302	9	Not Voted
FRANKLIN MANAGED TRUST	1,362,167	0	For
John Hancock	1,246,257	0	For
Invesco	1,003,042	0	For
Bridge Builder Trust	724,008	0	For
TIAA	484,266	0	For
Lincoln Financial	335,372	0	For
MFS	408,815	0	For
Jackson National	282,343	85,300	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	331,556	0	For
Cohen & Steers	330,978	0	For
Northern Trust	319,443	0	For

Showing the 25 largest of 163 asset managers. See all 163 in the interactive database.

3. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSCompany result: Plurality election

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

49.6% Plurality election · of votes cast

FOR 49.6%WITHHELD 50.4%

FOR: 87,180,961WITHHELD: 88,422,646

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Allison Landry”): 87,180,961 for, 88,422,646 withheld, per its Form 8-K (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here. Of all 225,914,028 outstanding shares: 39% for, 39% withheld (78% of the company cast a for/withheld vote).

The 160 asset managers below cast 99.9% of the shares they voted on this item FOR (28,526,650 for, 177 against).

FOR 40%ABSTAIN 56%

FOR: 28,526,650 (40.2%)AGAINST: 177 (0.0%)ABSTAIN: 39,643,850 (55.9%)NOT VOTED: 2,788,115 (3.9%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	1,371,406	17,929,129	Abstain
JPMorgan	0	6,830,675	Abstain
Dodge & Cox	6,285,100	0	For
BlackRock	0	4,872,510	Abstain
Fidelity	280,877	4,185,157	Abstain
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	1,225,147	1,361,596	Abstain
American Century	2,250,223	0	For
Capital Group	1,645,469	0	For
State Street	621	1,583,464	Abstain
Dimensional	1,566,847	0	For
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	1,362,167	0	For
John Hancock	1,147,257	99,000	For
Invesco	1,003,042	0	For
Bridge Builder Trust	601,733	122,275	For
TIAA	0	484,266	Abstain
Lincoln Financial	276,918	58,454	For
MFS	408,815	0	For
Jackson National	140,858	226,785	Abstain
MASTER INVESTMENT PORTFOLIO	0	353,516	Abstain
Columbia Threadneedle	331,556	0	For
Cohen & Steers	330,978	0	For
Northern Trust	15,788	303,655	Abstain

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

4. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSCompany result: Plurality election

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

39% Plurality election · of votes cast

FOR 39%WITHHELD 61%

FOR: 67,807,262WITHHELD: 107,797,967

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Betsy Atkins”): 67,807,262 for, 107,797,967 withheld, per its Form 8-K (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here. Of all 225,914,028 outstanding shares: 30% for, 47.7% withheld (78% of the company cast a for/withheld vote).

The 160 asset managers below cast 99.9% of the shares they voted on this item FOR (26,154,404 for, 1,268 against).

FOR 37%ABSTAIN 59%

FOR: 26,154,404 (36.9%)AGAINST: 1,268 (0.0%)ABSTAIN: 42,013,716 (59.2%)NOT VOTED: 2,789,403 (3.9%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	0	19,300,535	Abstain
JPMorgan	6,830,675	0	For
Dodge & Cox	6,285,100	0	For
BlackRock	0	4,872,510	Abstain
Fidelity	279,777	4,186,257	Abstain
Lazard	0	2,722,547	Abstain
Charles Schwab	0	1,299,771	Abstain
T. Rowe Price	1,225,147	1,361,596	Abstain
American Century	2,104,636	145,587	For
Capital Group	1,645,469	0	For
State Street	427	1,583,658	Abstain
Dimensional	0	1,566,847	Abstain
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	1,362,167	0	For
John Hancock	1,140,699	105,558	For
Invesco	1,003,042	0	For
Bridge Builder Trust	79,867	644,141	Abstain
TIAA	0	484,266	Abstain
Lincoln Financial	272,956	62,416	For
MFS	0	408,815	Abstain
Jackson National	97,728	269,915	Abstain
MASTER INVESTMENT PORTFOLIO	0	353,516	Abstain
Columbia Threadneedle	331,556	0	For
Cohen & Steers	330,978	0	For
Northern Trust	15,788	303,655	Abstain

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

5. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

69% Majority: yes · of votes cast

FOR 69%WITHHELD 31%

FOR: 121,001,573WITHHELD: 54,596,890

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Gilbert Lamphere”): 121,001,573 for, 54,596,890 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 53.6% for, 24% withheld (78% of the company cast a for/withheld vote).

The 160 asset managers below cast 99.9% of the shares they voted on this item FOR (47,906,527 for, 177 against).

FOR 68%ABSTAIN 29%

FOR: 47,906,527 (67.5%)AGAINST: 177 (0.0%)ABSTAIN: 20,263,972 (28.6%)NOT VOTED: 2,788,115 (3.9%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	1,371,406	17,929,129	Abstain
JPMorgan	6,830,675	0	For
Dodge & Cox	6,285,100	0	For
BlackRock	4,872,510	0	For
Fidelity	4,466,034	0	For
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	2,586,743	0	For
American Century	2,250,223	0	For
Capital Group	1,645,469	0	For
State Street	621	1,583,464	Abstain
Dimensional	1,566,847	0	For
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	1,362,167	0	For
John Hancock	1,246,257	0	For
Invesco	1,003,042	0	For
Bridge Builder Trust	724,008	0	For
TIAA	0	484,266	Abstain
Lincoln Financial	282,740	52,632	For
MFS	408,815	0	For
Jackson National	367,643	0	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	331,556	0	For
Cohen & Steers	330,978	0	For
Northern Trust	319,443	0	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

6. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSCompany result: Plurality election

Meeting held 2024-05-09.

Combines 14 wordings of this item as funds reported it.

35% Plurality election · of votes cast

FOR 35%WITHHELD 65%

FOR: 62,038,091WITHHELD: 113,578,206

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: James Barber, Jr.”): 62,038,091 for, 113,578,206 withheld, per its Form 8-K (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here. Of all 225,914,028 outstanding shares: 27% for, 50.3% withheld (78% of the company cast a for/withheld vote).

The 160 asset managers below cast 99.9% of the shares they voted on this item FOR (22,604,185 for, 1,268 against).

FOR 32%ABSTAIN 64%

FOR: 22,604,185 (31.9%)AGAINST: 1,268 (0.0%)ABSTAIN: 45,564,290 (64.2%)NOT VOTED: 2,789,048 (3.9%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	1,371,406	17,929,129	Abstain
JPMorgan	0	6,830,675	Abstain
Dodge & Cox	6,285,100	0	For
BlackRock	0	4,872,510	Abstain
Fidelity	279,777	4,186,257	Abstain
Lazard	2,722,547	0	For
Charles Schwab	0	1,299,771	Abstain
T. Rowe Price	1,225,147	1,361,596	Abstain
American Century	2,104,636	145,587	For
Capital Group	34,517	1,610,952	Abstain
State Street	427	1,583,658	Abstain
Dimensional	0	1,566,847	Abstain
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	1,362,167	0	For
John Hancock	1,140,699	105,558	For
Invesco	1,003,042	0	For
Bridge Builder Trust	601,733	122,275	For
TIAA	0	484,266	Abstain
Lincoln Financial	267,134	68,238	For
MFS	408,815	0	For
Jackson National	135,647	231,996	Abstain
MASTER INVESTMENT PORTFOLIO	0	353,516	Abstain
Columbia Threadneedle	331,556	0	For
Cohen & Steers	330,978	0	For
Northern Trust	15,788	303,655	Abstain

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

7. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSCompany result: Plurality election

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

45.6% Plurality election · of votes cast

FOR 45.6%WITHHELD 54.4%

FOR: 78,694,346WITHHELD: 93,921,110

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: John Kasich”): 78,694,346 for, 93,921,110 withheld, per its Form 8-K (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here. Of all 225,914,028 outstanding shares: 35% for, 42% withheld (76% of the company cast a for/withheld vote).

The 160 asset managers below cast 99.9% of the shares they voted on this item FOR (25,280,040 for, 177 against).

FOR 36%ABSTAIN 60%

FOR: 25,280,040 (35.6%)AGAINST: 177 (0.0%)ABSTAIN: 42,890,459 (60.4%)NOT VOTED: 2,788,115 (3.9%)WITHHOLD/ABSTAIN: 1 (0.0%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	0	19,300,535	Abstain
JPMorgan	6,830,675	0	For
Dodge & Cox	6,285,100	0	For
BlackRock	0	4,872,510	Abstain
Fidelity	280,877	4,185,157	Abstain
Lazard	0	2,722,547	Abstain
Charles Schwab	0	1,299,771	Abstain
T. Rowe Price	1,225,147	1,361,596	Abstain
American Century	2,250,223	0	For
Capital Group	34,517	1,610,952	Abstain
State Street	621	1,583,464	Abstain
Dimensional	0	1,566,847	Abstain
Global X	0	750,311	Abstain
FRANKLIN MANAGED TRUST	1,362,167	0	For
John Hancock	1,140,699	105,558	For
Invesco	1,003,042	0	For
Bridge Builder Trust	79,867	644,141	Abstain
TIAA	0	484,266	Abstain
Lincoln Financial	272,956	62,416	For
MFS	408,815	0	For
Jackson National	145,343	222,300	Abstain
MASTER INVESTMENT PORTFOLIO	0	353,516	Abstain
Columbia Threadneedle	331,556	0	For
Cohen & Steers	330,978	0	For
Northern Trust	15,788	303,655	Abstain

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

8. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%WITHHELD 37%

FOR: 111,026,536WITHHELD: 64,570,407

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Sameh Fahmy”): 111,026,536 for, 64,570,407 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 49.1% for, 29% withheld (78% of the company cast a for/withheld vote).

The 160 asset managers below cast 99.9% of the shares they voted on this item FOR (42,178,076 for, 177 against).

FOR 59%ABSTAIN 37%

FOR: 42,178,076 (59.4%)AGAINST: 177 (0.0%)ABSTAIN: 25,992,424 (36.6%)NOT VOTED: 2,788,115 (3.9%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	1,371,406	17,929,129	Abstain
JPMorgan	6,830,675	0	For
Dodge & Cox	6,285,100	0	For
BlackRock	0	4,872,510	Abstain
Fidelity	4,195,437	270,597	For
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	2,586,743	0	For
American Century	2,250,223	0	For
Capital Group	1,645,469	0	For
State Street	621	1,583,464	Abstain
Dimensional	1,566,847	0	For
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	1,362,167	0	For
John Hancock	1,246,257	0	For
Invesco	1,003,042	0	For
Bridge Builder Trust	713,076	10,932	For
TIAA	0	484,266	Abstain
Lincoln Financial	282,740	52,632	For
MFS	408,815	0	For
Jackson National	367,643	0	For
MASTER INVESTMENT PORTFOLIO	0	353,516	Abstain
Columbia Threadneedle	331,556	0	For
Cohen & Steers	330,978	0	For
Northern Trust	319,443	0	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

9. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%WITHHELD 37%

FOR: 110,126,338WITHHELD: 65,474,552

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: William Clyburn, Jr.”): 110,126,338 for, 65,474,552 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 48.7% for, 29% withheld (78% of the company cast a for/withheld vote).

The 160 asset managers below cast 99.9% of the shares they voted on this item FOR (42,003,489 for, 177 against).

FOR 59%ABSTAIN 37%

FOR: 42,003,489 (59.2%)AGAINST: 177 (0.0%)ABSTAIN: 26,167,011 (36.9%)NOT VOTED: 2,788,115 (3.9%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	1,371,406	17,929,129	Abstain
JPMorgan	6,830,675	0	For
Dodge & Cox	6,285,100	0	For
BlackRock	0	4,872,510	Abstain
Fidelity	4,421,170	44,864	For
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	2,586,743	0	For
American Century	2,250,223	0	For
Capital Group	1,645,469	0	For
State Street	621	1,583,464	Abstain
Dimensional	1,566,847	0	For
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	1,362,167	0	For
John Hancock	1,246,257	0	For
Invesco	1,003,042	0	For
Bridge Builder Trust	713,076	10,932	For
TIAA	0	484,266	Abstain
Lincoln Financial	282,740	52,632	For
MFS	408,815	0	For
Jackson National	277,024	90,619	For
MASTER INVESTMENT PORTFOLIO	0	353,516	Abstain
Columbia Threadneedle	331,556	0	For
Cohen & Steers	330,978	0	For
Northern Trust	319,443	0	For

Showing the 25 largest of 160 asset managers. See all 160 in the interactive database.

10. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

64% Majority: yes · of votes cast

FOR 64%WITHHELD 36%

FOR: 113,918,528WITHHELD: 63,022,232

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Alan H. Shaw”): 113,918,528 for, 63,022,232 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 50.4% for, 28% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 99.9% of the shares they voted on this item FOR (47,106,763 for, 1,091 against).

FOR 66%ABSTAIN 30%

FOR: 47,106,763 (66.4%)AGAINST: 1,091 (0.0%)ABSTAIN: 21,036,579 (29.6%)NOT VOTED: 2,814,257 (4.0%)W: 100 (0.0%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	17,929,129	1,371,406	For
JPMorgan	6,830,675	0	For
Dodge & Cox	0	6,285,100	Abstain
BlackRock	4,872,510	0	For
Fidelity	4,304,371	161,663	For
Lazard	0	2,722,547	Abstain
Charles Schwab	1,299,771	0	For
T. Rowe Price	2,586,743	0	For
American Century	145,587	2,104,636	Abstain
Capital Group	1,610,952	34,517	For
State Street	1,583,658	427	For
Dimensional	1,566,847	0	For
Global X	0	750,311	Abstain
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	187,289	1,058,968	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	122,275	601,733	Abstain
TIAA	484,266	0	For
Lincoln Financial	68,238	267,134	Abstain
MFS	0	408,815	Abstain
Jackson National	234,728	132,915	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	0	331,556	Abstain
Cohen & Steers	0	330,978	Abstain
Northern Trust	303,655	15,788	For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

11. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSCompany result: Plurality election

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

36% Plurality election · of votes cast

FOR 36%WITHHELD 64%

FOR: 64,271,195WITHHELD: 112,663,573

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Amy E. Miles”): 64,271,195 for, 112,663,573 withheld, per its Form 8-K (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here. Of all 225,914,028 outstanding shares: 28% for, 49.9% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 100% of the shares they voted on this item FOR (25,751,809 for, 0 against).

FOR 36%ABSTAIN 60%

FOR: 25,751,809 (36.3%)ABSTAIN: 42,391,692 (59.7%)NOT VOTED: 2,815,190 (4.0%)W: 100 (0.0%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	17,929,129	1,371,406	For
JPMorgan	0	6,830,675	Abstain
Dodge & Cox	0	6,285,100	Abstain
BlackRock	4,872,510	0	For
Fidelity	44,864	4,421,170	Abstain
Lazard	0	2,722,547	Abstain
Charles Schwab	0	1,299,771	Abstain
T. Rowe Price	0	2,586,743	Abstain
American Century	0	2,250,223	Abstain
Capital Group	0	1,645,469	Abstain
State Street	1,583,464	621	For
Dimensional	0	1,566,847	Abstain
Global X	0	750,311	Abstain
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	0	1,246,257	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	10,932	713,076	Abstain
TIAA	484,266	0	For
Lincoln Financial	52,632	282,740	Abstain
MFS	0	408,815	Abstain
Jackson National	0	367,643	Abstain
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	0	331,556	Abstain
Cohen & Steers	0	330,978	Abstain
Northern Trust	0	319,443	Abstain

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

12. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

65% Majority: yes · of votes cast

FOR 65%WITHHELD 35%

FOR: 115,064,565WITHHELD: 61,873,324

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Claude Mongeau”): 115,064,565 for, 61,873,324 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 50.9% for, 27% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 99.9% of the shares they voted on this item FOR (47,524,909 for, 1,091 against).

FOR 67%ABSTAIN 29%

FOR: 47,524,909 (67.0%)AGAINST: 1,091 (0.0%)ABSTAIN: 20,618,433 (29.1%)NOT VOTED: 2,814,257 (4.0%)W: 100 (0.0%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	19,300,535	0	For
JPMorgan	6,830,675	0	For
Dodge & Cox	0	6,285,100	Abstain
BlackRock	4,872,510	0	For
Fidelity	4,186,257	279,777	For
Lazard	2,722,547	0	For
Charles Schwab	0	1,299,771	Abstain
T. Rowe Price	0	2,586,743	Abstain
American Century	145,587	2,104,636	Abstain
Capital Group	1,610,952	34,517	For
State Street	1,583,658	427	For
Dimensional	1,566,847	0	For
Global X	0	750,311	Abstain
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	6,558	1,239,699	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	532,798	191,210	For
TIAA	484,266	0	For
Lincoln Financial	68,238	267,134	Abstain
MFS	408,815	0	For
Jackson National	153,141	214,502	Abstain
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	0	331,556	Abstain
Cohen & Steers	0	330,978	Abstain
Northern Trust	303,655	15,788	For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

13. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSCompany result: Plurality election

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

46.1% Plurality election · of votes cast

FOR 46.1%WITHHELD 53.9%

FOR: 81,607,126WITHHELD: 95,329,798

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Jennifer F. Scanlon”): 81,607,126 for, 95,329,798 withheld, per its Form 8-K (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here. Of all 225,914,028 outstanding shares: 36% for, 42% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 100% of the shares they voted on this item FOR (37,175,477 for, 0 against).

FOR 52.4%ABSTAIN 44%

FOR: 37,175,477 (52.4%)ABSTAIN: 30,968,024 (43.6%)NOT VOTED: 2,815,190 (4.0%)W: 100 (0.0%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	17,929,129	1,371,406	For
JPMorgan	6,830,675	0	For
Dodge & Cox	0	6,285,100	Abstain
BlackRock	4,872,510	0	For
Fidelity	270,597	4,195,437	Abstain
Lazard	0	2,722,547	Abstain
Charles Schwab	0	1,299,771	Abstain
T. Rowe Price	1,361,596	1,225,147	For
American Century	0	2,250,223	Abstain
Capital Group	1,610,952	34,517	For
State Street	1,583,464	621	For
Dimensional	0	1,566,847	Abstain
Global X	0	750,311	Abstain
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	99,000	1,147,257	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	122,275	601,733	Abstain
TIAA	484,266	0	For
Lincoln Financial	58,454	276,918	Abstain
MFS	0	408,815	Abstain
Jackson National	226,785	140,858	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	0	331,556	Abstain
Cohen & Steers	0	330,978	Abstain
Northern Trust	303,655	15,788	For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

14. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

64% Majority: yes · of votes cast

FOR 64%WITHHELD 36%

FOR: 113,181,028WITHHELD: 63,763,787

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: John C. Huffard, Jr.”): 113,181,028 for, 63,763,787 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 50.1% for, 28% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 99.9% of the shares they voted on this item FOR (43,556,544 for, 1,091 against).

FOR 61%ABSTAIN 35%

FOR: 43,556,544 (61.4%)AGAINST: 1,091 (0.0%)ABSTAIN: 24,586,798 (34.6%)NOT VOTED: 2,814,257 (4.0%)W: 100 (0.0%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	19,300,535	0	For
JPMorgan	0	6,830,675	Abstain
Dodge & Cox	0	6,285,100	Abstain
BlackRock	4,872,510	0	For
Fidelity	4,304,371	161,663	For
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	2,586,743	0	For
American Century	145,587	2,104,636	Abstain
Capital Group	0	1,645,469	Abstain
State Street	1,583,658	427	For
Dimensional	1,566,847	0	For
Global X	0	750,311	Abstain
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	187,289	1,058,968	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	644,141	79,867	For
TIAA	484,266	0	For
Lincoln Financial	62,416	272,956	Abstain
MFS	408,815	0	For
Jackson National	272,647	94,996	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	0	331,556	Abstain
Cohen & Steers	0	330,978	Abstain
Northern Trust	303,655	15,788	For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

15. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSCompany result: Plurality election

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

29% Plurality election · of votes cast

FOR 29%WITHHELD 71%

FOR: 52,012,141WITHHELD: 124,923,422

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: John R. Thompson”): 52,012,141 for, 124,923,422 withheld, per its Form 8-K (Item 5.07). This is a for/withhold election, which is decided by plurality: a nominee does not need a majority of the votes cast to be elected, so no passed or failed outcome is stated here. Of all 225,914,028 outstanding shares: 23% for, 55% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 100% of the shares they voted on this item FOR (20,250,281 for, 0 against).

FOR 29%ABSTAIN 67%

FOR: 20,250,281 (28.5%)ABSTAIN: 47,893,219 (67.5%)NOT VOTED: 2,815,190 (4.0%)W: 100 (0.0%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	17,929,129	1,371,406	For
JPMorgan	0	6,830,675	Abstain
Dodge & Cox	0	6,285,100	Abstain
BlackRock	0	4,872,510	Abstain
Fidelity	0	4,466,034	Abstain
Lazard	0	2,722,547	Abstain
Charles Schwab	0	1,299,771	Abstain
T. Rowe Price	0	2,586,743	Abstain
American Century	0	2,250,223	Abstain
Capital Group	0	1,645,469	Abstain
State Street	1,583,464	621	For
Dimensional	0	1,566,847	Abstain
Global X	0	750,311	Abstain
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	0	1,246,257	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	0	724,008	Abstain
TIAA	484,266	0	For
Lincoln Financial	52,632	282,740	Abstain
MFS	0	408,815	Abstain
Jackson National	0	367,643	Abstain
MASTER INVESTMENT PORTFOLIO	0	353,516	Abstain
Columbia Threadneedle	0	331,556	Abstain
Cohen & Steers	0	330,978	Abstain
Northern Trust	0	319,443	Abstain

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

16. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%11%

FOR: 158,000,865WITHHELD: 18,922,320

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Christopher T. Jones”): 158,000,865 for, 18,922,320 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 70% for, 8% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 100% of the shares they voted on this item FOR (61,827,732 for, 0 against).

FOR 87%9%

FOR: 61,827,732 (87.1%)ABSTAIN: 6,343,133 (8.9%)NOT VOTED: 2,784,838 (3.9%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	19,300,535	0	For
JPMorgan	6,830,675	0	For
Dodge & Cox	6,285,100	0	For
BlackRock	4,872,510	0	For
Fidelity	4,347,920	118,114	For
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	1,361,596	1,225,147	For
American Century	1,964,366	285,857	For
Capital Group	1,645,469	0	For
State Street	1,584,085	0	For
Dimensional	1,566,847	0	For
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	197,222	1,049,035	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	647,129	76,879	For
TIAA	484,266	0	For
Lincoln Financial	91,695	243,677	Abstain
MFS	408,815	0	For
Jackson National	279,611	88,032	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	331,556	0	For
Cohen & Steers	0	330,978	Abstain
Northern Trust	319,443	0	For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

17. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 16 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%12%

FOR: 156,252,279WITHHELD: 20,684,529

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Francesca A. DeBiase”): 156,252,279 for, 20,684,529 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 69% for, 9% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 100% of the shares they voted on this item FOR (61,830,483 for, 0 against).

FOR 87%9%

FOR: 61,830,483 (87.1%)ABSTAIN: 6,340,620 (8.9%)NOT VOTED: 2,784,838 (3.9%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	19,300,535	0	For
JPMorgan	6,830,675	0	For
Dodge & Cox	6,285,100	0	For
BlackRock	4,872,510	0	For
Fidelity	4,347,920	118,114	For
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	1,361,596	1,225,147	For
American Century	1,964,366	285,857	For
Capital Group	1,645,469	0	For
State Street	1,584,085	0	For
Dimensional	1,566,847	0	For
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	197,222	1,049,035	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	647,129	76,879	For
TIAA	484,266	0	For
Lincoln Financial	91,695	243,677	Abstain
MFS	408,815	0	For
Jackson National	279,611	88,032	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	331,556	0	For
Cohen & Steers	0	330,978	Abstain
Northern Trust	319,443	0	For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

18. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%11%

FOR: 156,826,952WITHHELD: 20,096,127

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Marcela E. Donadio”): 156,826,952 for, 20,096,127 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 69% for, 9% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 100% of the shares they voted on this item FOR (61,830,245 for, 0 against).

FOR 87%9%

FOR: 61,830,245 (87.1%)ABSTAIN: 6,340,620 (8.9%)NOT VOTED: 2,784,838 (3.9%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	19,300,535	0	For
JPMorgan	6,830,675	0	For
Dodge & Cox	6,285,100	0	For
BlackRock	4,872,510	0	For
Fidelity	4,347,920	118,114	For
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	1,361,596	1,225,147	For
American Century	1,964,366	285,857	For
Capital Group	1,645,469	0	For
State Street	1,584,085	0	For
Dimensional	1,566,847	0	For
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	197,222	1,049,035	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	647,129	76,879	For
TIAA	484,266	0	For
Lincoln Financial	91,695	243,677	Abstain
MFS	408,815	0	For
Jackson National	279,611	88,032	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	331,556	0	For
Cohen & Steers	0	330,978	Abstain
Northern Trust	319,443	0	For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

19. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

84% Majority: yes · of votes cast

FOR 84%WITHHELD 16%

FOR: 148,120,555WITHHELD: 27,961,598

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Philip S. Davidson”): 148,120,555 for, 27,961,598 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 66% for, 12% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 100% of the shares they voted on this item FOR (53,198,660 for, 0 against).

FOR 75%ABSTAIN 21%

FOR: 53,198,660 (75.0%)ABSTAIN: 14,972,205 (21.1%)NOT VOTED: 2,784,838 (3.9%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	19,300,535	0	For
JPMorgan	0	6,830,675	Abstain
Dodge & Cox	6,285,100	0	For
BlackRock	4,872,510	0	For
Fidelity	4,347,920	118,114	For
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	1,361,596	1,225,147	For
American Century	1,964,366	285,857	For
Capital Group	34,517	1,610,952	Abstain
State Street	1,584,085	0	For
Dimensional	1,566,847	0	For
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	197,222	1,049,035	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	647,129	76,879	For
TIAA	484,266	0	For
Lincoln Financial	85,873	249,499	Abstain
MFS	408,815	0	For
Jackson National	269,915	97,728	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	331,556	0	For
Cohen & Steers	0	330,978	Abstain
Northern Trust	319,443	0	For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

20. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

88% Majority: yes · of votes cast

FOR 88%12%

FOR: 155,963,709WITHHELD: 20,882,198

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Richard H. Anderson”): 155,963,709 for, 20,882,198 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 69% for, 9% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 100% of the shares they voted on this item FOR (59,780,224 for, 0 against).

FOR 84%12%

FOR: 59,780,224 (84.3%)ABSTAIN: 8,390,996 (11.8%)NOT VOTED: 2,784,483 (3.9%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	19,300,535	0	For
JPMorgan	6,830,675	0	For
Dodge & Cox	6,285,100	0	For
BlackRock	4,872,510	0	For
Fidelity	4,347,920	118,114	For
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	1,361,596	1,225,147	For
American Century	145,587	2,104,636	Abstain
Capital Group	1,645,469	0	For
State Street	1,584,085	0	For
Dimensional	1,566,847	0	For
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	197,222	1,049,035	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	647,129	76,879	For
TIAA	484,266	0	For
Lincoln Financial	68,238	267,134	Abstain
MFS	408,815	0	For
Jackson National	279,611	88,032	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	331,556	0	For
Cohen & Steers	0	330,978	Abstain
Northern Trust	319,443	0	For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

21. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 15 wordings of this item as funds reported it.

69% Majority: yes · of votes cast

FOR 69%WITHHELD 31%

FOR: 121,979,232WITHHELD: 54,954,477

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Thomas C. Kelleher”): 121,979,232 for, 54,954,477 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 54.0% for, 24% withheld (78% of the company cast a for/withheld vote).

The 159 asset managers below cast 100% of the shares they voted on this item FOR (52,559,652 for, 0 against).

FOR 74%ABSTAIN 22%

FOR: 52,559,652 (74.1%)ABSTAIN: 15,583,283 (22.0%)NOT VOTED: 2,812,768 (4.0%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	17,929,129	1,371,406	For
JPMorgan	6,830,675	0	For
Dodge & Cox	6,285,100	0	For
BlackRock	4,872,510	0	For
Fidelity	4,464,934	1,100	For
Lazard	0	2,722,547	Abstain
Charles Schwab	1,299,771	0	For
T. Rowe Price	2,586,743	0	For
American Century	0	2,250,223	Abstain
Capital Group	1,645,469	0	For
State Street	1,583,464	621	For
Dimensional	0	1,566,847	Abstain
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	180,731	1,065,526	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	122,275	601,733	Abstain
TIAA	484,266	0	For
Lincoln Financial	58,454	276,918	Abstain
MFS	0	408,815	Abstain
Jackson National	229,517	138,126	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	331,556	0	For
Cohen & Steers	0	330,978	Abstain
Northern Trust	303,655	15,788	For

Showing the 25 largest of 159 asset managers. See all 159 in the interactive database.

22. A SHAREHOLDER PROPOSAL REGARDING AN ANNUAL REPORT ON LOBBYING ACTIVITIES, POLICIES AND COMMUNICATIONS.

OTHERMajority of the votes cast: no

Meeting held 2024-05-09.

Combines 9 wordings of this item as funds reported it.

39% Majority: no · of votes cast

FOR 39%AGAINST 61%

FOR: 67,237,257AGAINST: 105,805,718

NORFOLK SOUTHERN CORP.’s own tally for this item (“Proposal 4: Shareholder Proposal Regarding an Annual Report on Lobbying Activities, Policies, and Communications Shareholder did not approve the shareholder proposal, by the following count:”): 67,237,257 for, 105,805,718 against, per its Form 8-K (Item 5.07). FOR was not more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 30% for, 46.8% against (77% of the company cast a for/against vote).

The 158 asset managers below cast 19% of the shares they voted on this item FOR (12,808,172 for, 55,314,483 against).

FOR 18%AGAINST 78%

FOR: 12,808,172 (18.1%)AGAINST: 55,314,483 (78.0%)ABSTAIN: 18,798 (0.0%)NOT VOTED: 2,783,829 (3.9%)UNKNOWN: 60 (0.0%)

Largest asset managers voting on “A SHAREHOLDER PROPOSAL REGARDING AN ANNUAL REPORT ON LOBBYING ACTIVITIES, POLICIES AND COMMUNICATIONS.” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Against	Vote
Vanguard	1,371,406	17,929,129	Against
JPMorgan	1,589	6,829,086	Against
Dodge & Cox	0	6,285,100	Against
BlackRock	0	4,872,510	Against
Fidelity	162,763	4,303,271	Against
Lazard	2,722,547	0	For
Charles Schwab	0	1,299,771	Against
T. Rowe Price	0	2,586,743	Against
American Century	2,250,223	0	For
Capital Group	0	1,645,469	Against
State Street	621	1,583,464	Against
Dimensional	0	1,566,847	Against
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	0	1,362,167	Against
John Hancock	1,058,968	187,289	For
Invesco	0	1,003,042	Against
Bridge Builder Trust	601,733	122,275	For
TIAA	0	484,266	Against
Lincoln Financial	27,977	307,395	Against
MFS	408,815	0	For
Jackson National	132,915	234,728	Against
MASTER INVESTMENT PORTFOLIO	0	353,516	Against
Columbia Threadneedle	331,556	0	For
Cohen & Steers	330,978	0	For
Northern Trust	319,443	0	For

Showing the 25 largest of 158 asset managers. See all 158 in the interactive database.

23. Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their respective successors are elected and qualified. You may submit votes "FOR" up to thirteen nominees in total. You are permitted to vote for less than thirteen nominees. Importantly, if you mark more than thirteen "FOR" boxes with respect to the election of directors on this BLUE proxy card,

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 16 wordings of this item as funds reported it.

54.3% Majority: yes · of votes cast

FOR 54.3%WITHHELD 45.7%

FOR: 95,984,122WITHHELD: 80,906,794

NORFOLK SOUTHERN CORP.’s own tally for this item (“Elect Director: Mary Kathryn "Heidi" Heitkamp”): 95,984,122 for, 80,906,794 withheld, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 42% for, 36% withheld (78% of the company cast a for/withheld vote).

The 155 asset managers below cast 100% of the shares they voted on this item FOR (40,898,696 for, 0 against).

FOR 58%ABSTAIN 38%

FOR: 40,898,696 (57.7%)ABSTAIN: 27,222,767 (38.4%)NOT VOTED: 2,815,190 (4.0%)W: 100 (0.0%)

Largest asset managers voting on “Election of directors to Norfolk Southern's Board of Directors for a term of one year, to serve until their re” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Vanguard	19,300,535	0	For
JPMorgan	0	6,830,675	Abstain
Dodge & Cox	0	6,285,100	Abstain
BlackRock	4,872,510	0	For
Fidelity	4,185,157	280,877	For
Lazard	2,722,547	0	For
Charles Schwab	1,299,771	0	For
T. Rowe Price	1,361,596	1,225,147	For
American Century	0	2,250,223	Abstain
Capital Group	0	1,645,469	Abstain
State Street	1,583,464	621	For
Dimensional	1,566,847	0	For
Global X	750,311	0	For
FRANKLIN MANAGED TRUST	0	1,362,167	Abstain
John Hancock	105,558	1,140,699	Abstain
Invesco	0	1,003,042	Abstain
Bridge Builder Trust	644,141	79,867	For
TIAA	484,266	0	For
Lincoln Financial	62,416	272,956	Abstain
MFS	0	408,815	Abstain
Jackson National	222,300	145,343	For
MASTER INVESTMENT PORTFOLIO	353,516	0	For
Columbia Threadneedle	0	331,556	Abstain
Cohen & Steers	0	330,978	Abstain
Northern Trust	0	319,443	Abstain

Showing the 25 largest of 155 asset managers. See all 155 in the interactive database.

24. To approve the proposal to repeal any provision of, or amendment to, the Bylaws, dated as of July 26, 2023, that the Corporation's Board of Directors has adopted after July 26, 2023, which is the date of the most recent publicly available amendment and restatement of the Corporation's bylaws, and up to and including the date of the 2024 Annual Meeting.

CORPORATE GOVERNANCEMajority of the votes cast: yes

Meeting held 2024-05-09.

Combines 10 wordings of this item as funds reported it.

61% Majority: yes · of votes cast

FOR 61%AGAINST 39%

FOR: 105,852,005AGAINST: 66,786,301

NORFOLK SOUTHERN CORP.’s own tally for this item (“Proposal 5: Ancora Bylaw Proposal to repeal any provision or amendment of Norfolk Southern's Bylaws Adopted by the Board Without Shareholder Approval After July 25, 2023 Shareholders approved a proposal submitted by Anco”): 105,852,005 for, 66,786,301 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 46.9% for, 30% against (76% of the company cast a for/against vote).

The 136 asset managers below cast 57% of the shares they voted on this item FOR (35,632,863 for, 27,212,275 against).

FOR 54.3%AGAINST 41%

FOR: 35,632,863 (54.3%)AGAINST: 27,212,275 (41.4%)ABSTAIN: 377,944 (0.6%)NOT VOTED: 2,448,598 (3.7%)

Largest asset managers voting on “To approve the proposal to repeal any provision of, or amendment to, the Bylaws, dated as of July 26, 2023, th” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
Vanguard	1,371,406	17,929,129	0	Against
JPMorgan	6,830,675	0	0	For
Dodge & Cox	6,285,100	0	0	For
BlackRock	0	4,872,510	0	Against
Fidelity	4,421,170	44,864	0	For
Lazard	2,722,547	0	0	For
T. Rowe Price	1,225,147	1,361,596	0	Against
American Century	2,250,223	0	0	For
Capital Group	1,645,469	0	0	For
State Street	621	1,583,464	0	Against
Dimensional	1,566,847	0	0	For
FRANKLIN MANAGED TRUST	1,362,167	0	0	For
Charles Schwab	0	0	0	Not Voted
Invesco	1,003,042	0	0	For
Global X	0	0	0	Not Voted
TIAA	484,266	0	0	For
Lincoln Financial	282,740	52,632	0	For
MFS	408,815	0	0	For
MASTER INVESTMENT PORTFOLIO	0	353,516	0	Against
Columbia Threadneedle	331,556	0	0	For
Northern Trust	15,788	0	303,655	Abstain
First Trust	284,991	0	0	For
AMERICAN BEACON FUNDS	281,728	0	0	For
WisdomTree	256,926	0	0	For
Equitable	179,240	64,323	0	For

Showing the 25 largest of 136 asset managers. See all 136 in the interactive database.

25. TO APPROVE THE PROPOSAL TO REPEAL ANY PROVISION OF, OR AMENDMENT TO, THE BYLAWS, DATED AS OF JULY 25, 2023, THAT THE CORPORATION'S BOARD OF DIRECTORS HAS ADOPTED AFTER JULY 25, 2023, WHICH IS THE DATE OF THE MOST RECENT PUBLICLY AVAILABLE AMENDMENT AND RESTATEMENT OF THE CORPORATION'S BYLAWS, AND UP TO AND INCLUDING THE DATE OF THE 2024 ANNUAL MEETING.

CORPORATE GOVERNANCE

Meeting held 2024-05-09.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 93%

The 48 asset managers below cast 100% of the shares they voted on this item FOR (4,941,200 for, 0 against).

FOR: 4,941,200 (93.5%)ABSTAIN: 6,395 (0.1%)NOT VOTED: 339,517 (6.4%)

Largest asset managers voting on “TO APPROVE THE PROPOSAL TO REPEAL ANY PROVISION OF, OR AMENDMENT TO, THE BYLAWS, DATED AS OF JULY 25, 2023, TH” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Charles Schwab	1,299,771	0	For
John Hancock	1,147,257	0	For
Global X	750,311	0	For
Bridge Builder Trust	601,733	0	For
Vanguard	0	0	Not Voted
Cohen & Steers	330,978	0	For
Jackson National	231,477	0	For
WILLIAMSBURG INVESTMENT TRUST	84,337	0	For
Russell Investments	82,654	0	For
Prudential/PGIM	68,342	0	For
SEI	52,879	0	For
Aristotle Funds Series Trust	47,487	0	For
TRUST FOR PROFESSIONAL MANAGERS	37,674	0	For
TOUCHSTONE STRATEGIC TRUST	34,120	0	For
Listed Funds Trust	24,922	0	For
CITY NATIONAL ROCHDALE FUNDS	21,326	0	For
TIMOTHY PLAN	19,927	0	For
Manning & Napier	19,633	0	For
Pacer Funds Trust	15,953	0	For
ADVISORS SERIES TRUST	14,177	0	For
Strategic Trust	9,628	0	For
Brighthouse	0	6,395	Abstain
PFM Multi-Manager Series Trust	6,570	0	For
Putnam	6,474	0	For
TCW ETF Trust	5,875	0	For

Showing the 25 largest of 48 asset managers. See all 48 in the interactive database.

26. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-05-09.

0.2% fund support · no official result

AGAINST 90%7%

The 31 asset managers below cast 0.2% of the shares they voted on this item FOR (10,932 for, 8,415,343 against).

FOR: 10,932 (0.1%)AGAINST: 8,415,343 (89.9%)ABSTAIN: 701,041 (7.5%)NOT VOTED: 236,357 (2.5%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Against	Abstain	Vote
JPMorgan	0	7,859,484	0	Against
Desjardins Global Asset Management Inc.	0	0	596,396	Abstain
ADAGE CAPITAL PARTNERS GP, L.L.C.	0	222,606	0	Against
NORDEA INVESTMENT MANAGEMENT AB	0	198,607	0	Against
iA Global Asset Management Inc.	0	0	0	Not Voted
TD ASSET MANAGEMENT INC	0	0	96,913	Abstain
Cardano Risk Management B.V.	0	66,882	0	Against
Tredje AP-fonden	0	0	0	Not Voted
Swiss Life Asset Management Ltd	0	51,187	0	Against
Empower	0	0	0	Not Voted
FJARDE AP-FONDEN /FOURTH SWEDISH NATIONAL PENSION FUND	0	16,577	0	Against
APG Asset Management US Inc.	0	0	0	Not Voted
Douglass Winthrop Advisors, LLC	0	0	0	Not Voted
OSSIAM	7,885	0	0	For
Williams Jones Wealth Management, LLC.	0	0	5,031	Abstain
Brighthouse	0	0	0	Not Voted
Edgemoor Investment Advisors, Inc.	2,419	0	0	For
Symmetry Panoramic Trust	0	0	870	Not Voted
CIDEL ASSET MANAGEMENT INC	0	0	0	Not Voted
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma	0	0	1,384	Abstain
Tidal Trust III	0	0	0	Not Voted
Multi-Select Securities Fund for Puerto Rico Residents	0	0	0	Not Voted
Convergence Investment Partners, LLC	380	0	0	For
Northern Lights Fund Trust IV	0	0	238	Abstain
Regime de rentes du Mouvement Desjardins	0	0	209	Abstain

Showing the 25 largest of 31 asset managers. See all 31 in the interactive database.

27. Report on Lobbying Payments and Policy

OTHER SOCIAL ISSUESMajority of the votes cast: no

Meeting held 2024-05-09.

39% Majority: no · of votes cast

FOR 39%AGAINST 61%

FOR: 67,237,257AGAINST: 105,805,718

The 7 asset managers below cast 100% of the shares they voted on this item FOR (27,203 for, 0 against).

FOR 77%NOT VOTED 20%

FOR: 27,203 (77.3%)ABSTAIN: 870 (2.5%)NOT VOTED: 7,135 (20.3%)

Largest asset managers voting on “Report on Lobbying Payments and Policy” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Empower	26,142	0	For
Brighthouse	0	0	Not Voted
Symmetry Panoramic Trust	0	870	Not Voted
CIDEL ASSET MANAGEMENT INC	0	0	Not Voted
Tidal Trust III	933	0	For
Multi-Select Securities Fund for Puerto Rico Residents	0	0	Not Voted
Warren Street Wealth Advisors, LLC	128	0	For

28. COMPANY NOMINEE OPPOSED BY ANCORA: MARY KATHRYN HEIDI&QUOT HEITKAMP &QUOT

CORPORATE GOVERNANCE

Meeting held 2024-05-09.

— fund support · no official result

ABSTAIN 100%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ABSTAIN: 22,038 (100.0%)

Largest asset managers voting on “COMPANY NOMINEE OPPOSED BY ANCORA: MARY KATHRYN HEIDI&QUOT HEITKAMP &QUOT” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	Abstain	Vote
TIMOTHY PLAN	19,927	Abstain
apricus wealth, LLC	1,347	Abstain
Advisors' Inner Circle Fund III	755	Abstain
Evernest Financial Advisors, LLC	9	Abstain

29. APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION

SECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: no

Meeting held 2024-05-09.

28% Majority: no · of votes cast

FOR 28%AGAINST 72%

FOR: 47,617,715AGAINST: 122,902,245

The 3 asset managers below cast 100% of the shares they voted on this item FOR (412 for, 0 against).

FOR 71%ABSTAIN 29%

FOR: 412 (71.3%)ABSTAIN: 166 (28.7%)

Largest asset managers voting on “APPROVAL OF THE ADVISORY RESOLUTION ON EXECUTIVE COMPENSATION” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
Keystone Wealth Services, LLC	312	0	For
King Wealth Management Group	0	166	Abstain
Game Plan Financial Advisors, LLC	100	0	For

30. Approval of the advisory resolution on executive compensation, as disclosed in the proxy statement for the 2025 Annual Meeting of Shareholders.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-05-08 (outside the 2023-2024 season's 1 July to 30 June window; reported in this season's filings).

95% Majority: yes · of votes cast

FOR 95%

FOR: 164,352,835AGAINST: 8,166,851

NORFOLK SOUTHERN CORP.’s own tally for this item (“Proposal 3: Advisory Resolution on Executive Compensation ("Say on Pay") Shareholders approved, on an advisory basis, the resolution on executive compensation, as disclosed in the proxy statement for the 2025 Annual Meet”): 164,352,835 for, 8,166,851 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 225,914,028 outstanding shares: 73% for, 4% against (76% of the company cast a for/against vote).

The 3 asset managers below cast 100% of the shares they voted on this item FOR (1,096 for, 0 against).

FOR 100%

FOR: 1,096 (100.0%)

Largest asset managers voting on “Approval of the advisory resolution on executive compensation, as disclosed in the proxy statement for the 202” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Vote
Foster Victor Wealth Advisors, LLC	1,000	For
First County Bank /CT/	73	For
Meixler Investment Management, Ltd.	23	For

31. Advisory vote to Approve Named Executive Officer Compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-05-09.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (1,394 for, 0 against).

FOR: 1,394 (100.0%)

Largest asset managers voting on “Advisory vote to Approve Named Executive Officer Compensation” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Vote
NTV ASSET MANAGEMENT LLC	1,026	For
EAGLE HARBOR ASSET MANAGEMENT INC /ADV	188	For
Parisi Gray Wealth Management	180	For

32. Election of Directors (Full Slate)

DIRECTOR ELECTIONS

Meeting held 2024-05-09.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

ABSTAIN 97%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (364 for, 0 against).

FOR: 364 (3.3%)ABSTAIN: 10,700 (96.7%)

Largest asset managers voting on “Election of Directors (Full Slate)” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Abstain	Vote
FORUM FUNDS	0	10,700	Abstain
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	364	0	For
HARBOUR INVESTMENT MANAGEMENT LLC	0	0	--

33. Fix Number of Directors

DIRECTOR ELECTIONS

Meeting held 2024-05-09.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (176,398 for, 0 against).

FOR: 176,398 (100.0%)

Largest asset managers voting on “Fix Number of Directors” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Vote
HARBOUR INVESTMENT MANAGEMENT LLC	165,334	For
FORUM FUNDS	10,700	For
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	364	For

34. Miscellaneous Corporate Governance

CORPORATE GOVERNANCE

Meeting held 2024-05-09.

Combines 2 wordings of this item as funds reported it.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 364 against).

AGAINST: 364 (100.0%)

Largest asset managers voting on “Miscellaneous Corporate Governance” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	0	364	0	0	Against
HARBOUR INVESTMENT MANAGEMENT LLC	0	0	0	0	--

35. S/H Proposal - Corporate Governance

CORPORATE GOVERNANCE

Meeting held 2024-05-09.

Combines 2 wordings of this item as funds reported it.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 23,418 against).

AGAINST: 23,418 (100.0%)

Largest asset managers voting on “S/H Proposal - Corporate Governance” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
HARBOUR INVESTMENT MANAGEMENT LLC	0	12,718	0	0	Against
FORUM FUNDS	0	10,700	0	0	Against

36. S/H Proposal - Political/Government

OTHER SOCIAL ISSUES

Meeting held 2024-05-09.

Combines 2 wordings of this item as funds reported it.

0% fund support · no official result

AGAINST 100%

The 2 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 23,418 against).

AGAINST: 23,418 (100.0%)

Largest asset managers voting on “S/H Proposal - Political/Government” at NORFOLK SOUTHERN CORP., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
HARBOUR INVESTMENT MANAGEMENT LLC	0	12,718	0	0	Against
FORUM FUNDS	0	10,700	0	0	Against

Largest NORFOLK SOUTHERN CORP. shareholders voting in 2023-2024

Ranked by the number of NORFOLK SOUTHERN CORP. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 225,914,028 shares outstanding at the time of that meeting.

Top NORFOLK SOUTHERN CORP. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	9.23%
2	Dodge & Cox	6.17%
3	BlackRock	4.87%
4	T. Rowe Price	3.88%
5	JPMorgan	3.02%
6	State Street	2.95%
7	Fidelity	2.89%
8	Lazard	2.88%
9	Charles Schwab	2.38%
10	American Century	2.20%

Reported NORFOLK SOUTHERN CORP. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

NORFOLK SOUTHERN CORP. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
The Vanguard Group	8.20%	DEF14A
BlackRock, Inc.	6.42%	DEF14A
State Street	4.02%	13F
T. Rowe Price	2.65%	13F
JPMorgan Chase	2.15%	13F
Geode Capital	1.98%	13F
FMR (Fidelity)	1.42%	13F
Northern Trust	1.24%	13F
Morgan Stanley	1.10%	13F
Norges Bank	1.01%	13F

Percentages above are of 225,914,028 shares outstanding, as reported by NORFOLK SOUTHERN CORP. on its Form 10-Q dated 2024-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from NORFOLK SOUTHERN CORP.’s 10-Q dated 2024-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At NORFOLK SOUTHERN CORP.'s shareholder meeting held 2024-05-09, in the 2023-2024 proxy season, 1,009 asset managers reported how they voted in their SEC Form N-PX filings, covering 22,436 separate fund positions. Their filings are grouped here into 36 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approval of the advisory resolution on executive compensation, as disclosed in the Norfolk… — FOR was 28% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is not more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: NORFOLK SOUTHERN CORP.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission (filing date not recorded for this item).

NORFOLK SOUTHERN CORP. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.