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Norfolk Southern Corporation 2025-2026 Proxy Voting Records

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

  • 28Reported items
  • 1,282Asset managers
  • 15,080Fund votes
  • 2026-05-07Main meeting date

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

Explore Norfolk Southern Corporation in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Norfolk Southern Corporation

These tallies are Norfolk Southern Corporation’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 Corporation reported 2 meetings in this season; each is tabulated separately below, with its own filing.

Norfolk Southern Corporation — official shareholder meeting results, meeting held 2026-05-07 (Form 8-K)
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Elect Director: Richard H. Anderson 152,512,6321,482,330647,482 --29,538,903 Majority: yes
Elect Director: William Clyburn, Jr. 152,233,7041,979,216429,524 --29,538,903 Majority: yes
Elect Director: Philip S. Davidson 153,435,546849,468357,430 --29,538,903 Majority: yes
Elect Director: Francesca A. DeBiase 152,004,5412,298,676339,227 --29,538,903 Majority: yes
Elect Director: Marcela E. Donadio 151,629,0362,673,402340,005 --29,538,903 Majority: yes
Elect Director: Sameh Fahmy 152,607,4631,676,013358,967 --29,538,903 Majority: yes
Elect Director: Mark R. George 153,449,212856,767336,465 --29,538,903 Majority: yes
Elect Director: Mary K. Heitkamp 152,207,1082,012,797422,539 --29,538,903 Majority: yes
Elect Director: John C. Huffard, Jr. 148,653,4375,622,830366,177 --29,538,903 Majority: yes
Elect Director: Christopher T. Jones 153,454,635805,321382,488 --29,538,903 Majority: yes
Elect Director: Gilbert H. Lamphere 152,909,0981,380,458352,888 --29,538,903 Majority: yes
Elect Director: Lori J. Ryerkerk 152,274,3971,924,124443,923 --29,538,903 Majority: yes
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, 2026, by the followin 173,549,28010,296,435335,631 ---- Majority: yes
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 2026 Annual Meeting of Shareholders, by the following co 145,144,9918,525,943971,510 --29,538,903 Majority: yes

Source: Norfolk Southern Corporation, Form 8-K — read the filing on EDGAR.

Norfolk Southern Corporation — official shareholder meeting results, meeting held 2025-11-14 (Form 8-K, filed 2025-11-17)
Ballot itemForAgainst AbstainWithheldBroker non-votesOutcome
Proposal 1: The Merger Agreement Proposal Shareholders approved the Agreement and Plan of Merger entered into by and among Norfolk Southern, Union Pacific and two wholly owned subsidiaries of Union Pacific on July 28, 2025 (the "Merger Agreement"), and the tra 162,191,6262,366,923310,098 ---- Majority: yes
Proposal 2: The Merger-Related Compensation Proposal Shareholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Norfolk Southern in connection with the transactions contemplate 152,680,83611,189,077998,734 ---- Majority: yes

Source: Norfolk Southern Corporation, Form 8-K, filed with the SEC on 2025-11-17 — read the filing on EDGAR.

How asset managers voted at the Norfolk Southern Corporation 2025-2026 meetings

Each item below shows how the 1,282 asset managers that disclosed a Norfolk Southern Corporation 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 Corporation’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 proxy statement for the 2026 Annual Meeting of Shareholders.

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

Meeting held 2026-05-07.

Combines 25 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 145,144,991AGAINST: 8,525,943

Norfolk Southern Corporation’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 2026 Annual Meet”): 145,144,991 for, 8,525,943 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 224,594,001 outstanding shares: 65% for, 4% against (68% of the company cast a for/against vote).

The 1,147 asset managers below cast 97% of the shares they voted on this item FOR (136,941,214 for, 4,908,581 against).

FOR 96%
FOR: 136,941,214 (96.3%)AGAINST: 4,908,581 (3.5%)ABSTAIN: 272,987 (0.2%)NOT VOTED: 14,450 (0.0%)UNKNOWN: 7,409 (0.0%)SPLIT: 51 (0.0%)
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 Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard22,363,680129 140For
Dodge & Cox14,328,1270 00For
BlackRock12,974,129130 00For
Fidelity6,971,5270 00For
State Street5,937,90468,155 00For
GEODE CAPITAL MANAGEMENT, LLC5,034,2190 00For
T. Rowe Price4,413,062175 00For
Capital Group3,974,2670 00For
American Century3,384,7600 00For
Invesco3,203,0070 00For
Charles Schwab2,951,4290 00For
Northern Trust2,441,62710,139 00For
Amundi01,997,792 00Against
LONDON CO OF VIRGINIA1,617,2380 00For
Dimensional1,607,7390 00For
OAK RIDGE INVESTMENTS LLC1,522,8580 00For
Pentwater Capital Management LP1,522,8580 00For
DE Shaw1,293,9080 00For
Global X1,230,7440 00For
Legal & General Investment Management Ltd39,2851,111,951 00Against
Goldman Sachs1,086,2130 00For
MELLON INVESTMENTS Corp1,036,2360 00For
PRIMECAP MANAGEMENT CO/CA/1,025,2930 00For
ARROWSTREET CAPITAL, LIMITED PARTNERSHIP1,002,93817,890 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC933,8350 00For

Showing the 25 largest of 1,147 asset managers. See all 1,147 in the interactive database.

2. To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Norfolk Southern in connection with the transactions contemplated by the merger agreement.

COMPENSATIONMajority of the votes cast: yes

Meeting held 2025-11-14.

Combines 28 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 152,680,836AGAINST: 11,189,077

Norfolk Southern Corporation’s own tally for this item (“Proposal 2: The Merger-Related Compensation Proposal Shareholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Norfolk Southern in conn”): 152,680,836 for, 11,189,077 against, per its Form 8-K filed 2025-11-17 (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 224,594,001 outstanding shares: 68% for, 5% against (73% of the company cast a for/against vote).

The 1,109 asset managers below cast 96% of the shares they voted on this item FOR (143,600,114 for, 5,277,869 against).

FOR 96%
FOR: 143,600,114 (96.4%)AGAINST: 5,277,869 (3.5%)ABSTAIN: 69,884 (0.0%)NOT VOTED: 12,769 (0.0%)UNKNOWN: 4,600 (0.0%)DID NOT VOTE: 357 (0.0%)
Largest asset managers voting on “To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the named ” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard21,980,38414,957 20For
Dodge & Cox18,530,2240 00For
BlackRock9,997,9381,317 00For
Fidelity9,125,1970 00For
T. Rowe Price5,806,6250 00For
State Street5,534,29011,392 00For
GEODE CAPITAL MANAGEMENT, LLC4,839,2280 00For
Invesco4,009,0180 00For
American Century2,580,157987,690 00For
Capital Group3,512,5530 00For
Charles Schwab2,917,2450 00For
Northern Trust2,507,6350 00For
LONDON CO OF VIRGINIA1,718,6440 00For
Citadel1,587,6520 00For
Dimensional1,568,3070 00For
OAK RIDGE INVESTMENTS LLC1,356,5510 00For
Pentwater Capital Management LP1,356,5510 00For
Ancora Advisors LLC1,293,5240 00For
Third Point1,283,9470 00For
Legal & General Investment Management Ltd39,2471,181,778 00Against
Amundi3,0921,148,509 00Against
PRIMECAP MANAGEMENT CO/CA/1,132,5830 00For
Goldman Sachs1,089,3610 00For
MELLON INVESTMENTS Corp1,075,3490 00For
Global X1,074,9300 00For

Showing the 25 largest of 1,109 asset managers. See all 1,109 in the interactive database.

3. To adjourn the Norfolk Southern special meeting from time to time, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the Norfolk Southern special meeting to approve the merger agreement proposal.

EXTRAORDINARY TRANSACTIONS

Meeting held 2025-11-14.

Combines 4 wordings of this item as funds reported it.

93% fund support · no official result

FOR 93%

The 178 asset managers below cast 93% of the shares they voted on this item FOR (50,695,330 for, 3,749,095 against).

FOR: 50,695,330 (93.1%)AGAINST: 3,749,095 (6.9%)ABSTAIN: 4,739 (0.0%)NOT VOTED: 173 (0.0%)
Largest asset managers voting on “To adjourn the Norfolk Southern special meeting from time to time, if necessary or appropriate, to solicit add” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,652,00329 10For
Dodge & Cox8,333,7000 00For
Fidelity6,097,7670 00For
BlackRock2,172,2380 00For
State Street5,2681,912,682 00Against
Capital Group1,720,8130 00For
American Century1,574,4990 00For
T. Rowe Price01,454,044 00Against
Invesco1,421,3540 00For
Charles Schwab1,403,8910 00For
Dimensional1,247,3010 00For
Global X1,071,4150 00For
TIAA442,3450 00For
MASTER INVESTMENT PORTFOLIO341,5450 00For
Jackson National188,284143,767 00For
Columbia Threadneedle298,2680 00For
Cohen & Steers297,8710 00For
WisdomTree291,6720 00For
AMERICAN BEACON FUNDS233,5170 00For
Calamos217,2880 00For
Northern Trust208,9100 00For
First Trust208,9000 00For
Equitable175,4750 00For
REAVES UTILITY INCOME FUND163,7000 00For
Franklin Custodian Funds150,0000 00For

Showing the 25 largest of 178 asset managers. See all 178 in the interactive database.

4. To approve the Agreement and Plan of Merger, dated as of July 28, 2025, as it may be amended from time to time, by and among Norfolk Southern, Union Pacific Corporation, Ruby Merger Sub 1 Corporation and Ruby Merger Sub 2 LLC (the "merger agreement" and such proposal, the "merger agreement proposal").

EXTRAORDINARY TRANSACTIONSMajority of the votes cast: yes

Meeting held 2025-11-14.

Combines 10 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 162,191,626AGAINST: 2,366,923

Norfolk Southern Corporation’s own tally for this item (“Proposal 1: The Merger Agreement Proposal Shareholders approved the Agreement and Plan of Merger entered into by and among Norfolk Southern, Union Pacific and two wholly owned subsidiaries of Union Pacific on July 28, 20”): 162,191,626 for, 2,366,923 against, per its Form 8-K filed 2025-11-17 (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 224,594,001 outstanding shares: 72% for, 1% against (73% of the company cast a for/against vote).

The 176 asset managers below cast 99.9% of the shares they voted on this item FOR (54,513,153 for, 900 against).

FOR 99.9%
FOR: 54,513,153 (100.0%)AGAINST: 900 (0.0%)ABSTAIN: 41 (0.0%)NOT VOTED: 173 (0.0%)
Largest asset managers voting on “To approve the Agreement and Plan of Merger, dated as of July 28, 2025, as it may be amended from time to time” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,652,0274 00For
Dodge & Cox8,333,7000 00For
Fidelity6,097,7670 00For
BlackRock2,172,2380 00For
State Street1,917,9500 00For
Capital Group1,720,8130 00For
American Century1,574,4990 00For
T. Rowe Price1,454,0440 00For
Invesco1,421,3540 00For
Charles Schwab1,403,8910 00For
Dimensional1,247,3010 00For
Global X1,071,4150 00For
TIAA442,3450 00For
MASTER INVESTMENT PORTFOLIO341,5450 00For
Jackson National332,0510 00For
Columbia Threadneedle298,2680 00For
Cohen & Steers297,8710 00For
WisdomTree291,6720 00For
AMERICAN BEACON FUNDS233,5170 00For
Calamos217,2880 00For
Northern Trust208,9100 00For
First Trust208,9000 00For
Equitable175,4750 00For
REAVES UTILITY INCOME FUND163,7000 00For
Franklin Custodian Funds150,0000 00For

Showing the 25 largest of 176 asset managers. See all 176 in the interactive database.

5. Ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors for the year ending December 31, 2026.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 6 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 173,549,280AGAINST: 10,296,435

Norfolk Southern Corporation’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”): 173,549,280 for, 10,296,435 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 224,594,001 outstanding shares: 77% for, 5% against (82% of the company cast a for/against vote).

The 169 asset managers below cast 99.3% of the shares they voted on this item FOR (55,035,318 for, 346,103 against).

FOR 99.3%
FOR: 55,035,318 (99.4%)AGAINST: 346,103 (0.6%)ABSTAIN: 4,429 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Souther” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,944,48015,334 30For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,196,5831,294 00For
State Street2,164,80128 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust0210,962 00Against
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 169 asset managers. See all 169 in the interactive database.

6. Election of Directors: Richard H. Anderson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 7 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 152,512,632AGAINST: 1,482,330

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Richard H. Anderson”): 152,512,632 for, 1,482,330 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 224,594,001 outstanding shares: 68% for, 0.7% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.9% of the shares they voted on this item FOR (55,372,318 for, 5,892 against).

FOR 99.9%
FOR: 55,372,318 (100.0%)AGAINST: 5,892 (0.0%)ABSTAIN: 4,435 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: Richard H. Anderson” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,78721 90For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,197,8770 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,221,4725,451 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust210,9620 00For
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

7. Election of Directors: William Clyburn, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 152,233,704AGAINST: 1,979,216

Norfolk Southern Corporation’s own tally for this item (“Elect Director: William Clyburn, Jr.”): 152,233,704 for, 1,979,216 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 224,594,001 outstanding shares: 68% for, 0.9% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.9% of the shares they voted on this item FOR (55,377,865 for, 348 against).

FOR 99.9%
FOR: 55,377,865 (100.0%)AGAINST: 348 (0.0%)ABSTAIN: 4,432 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: William Clyburn, Jr.” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,78229 60For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,197,8770 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust210,9620 00For
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

8. Election of Directors: Philip S. Davidson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 7 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 153,435,546AGAINST: 849,468

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Philip S. Davidson”): 153,435,546 for, 849,468 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 224,594,001 outstanding shares: 68% for, 0.4% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.9% of the shares they voted on this item FOR (55,378,202 for, 11 against).

FOR 99.9%
FOR: 55,378,202 (100.0%)AGAINST: 11 (0.0%)ABSTAIN: 4,431 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: Philip S. Davidson” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,80011 50For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,197,8770 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust210,9620 00For
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

9. Election of Directors: Francesca A. DeBiase

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 8 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 152,004,541AGAINST: 2,298,676

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Francesca A. DeBiase”): 152,004,541 for, 2,298,676 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 224,594,001 outstanding shares: 68% for, 1% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.9% of the shares they voted on this item FOR (55,368,010 for, 10,205 against).

FOR 99.9%
FOR: 55,368,010 (100.0%)AGAINST: 10,205 (0.0%)ABSTAIN: 4,431 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: Francesca A. DeBiase” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,77934 50For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,196,5831,294 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust210,9620 00For
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

10. Election of Directors: Marcela E. Donadio

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 151,629,036AGAINST: 2,673,402

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Marcela E. Donadio”): 151,629,036 for, 2,673,402 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 224,594,001 outstanding shares: 68% for, 1% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.6% of the shares they voted on this item FOR (55,160,747 for, 217,467 against).

FOR 99.5%
FOR: 55,160,747 (99.6%)AGAINST: 217,467 (0.4%)ABSTAIN: 4,430 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: Marcela E. Donadio” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,77240 40For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,197,8770 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust0210,962 00Against
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

11. Election of Directors: Sameh Fahmy

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 152,607,463AGAINST: 1,676,013

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Sameh Fahmy”): 152,607,463 for, 1,676,013 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 224,594,001 outstanding shares: 68% for, 0.8% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.9% of the shares they voted on this item FOR (55,378,190 for, 25 against).

FOR 99.9%
FOR: 55,378,190 (100.0%)AGAINST: 25 (0.0%)ABSTAIN: 4,431 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: Sameh Fahmy” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,78825 50For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,197,8770 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust210,9620 00For
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

12. Election of Directors: Mark R. George

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 7 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 153,449,212AGAINST: 856,767

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Mark R. George”): 153,449,212 for, 856,767 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 224,594,001 outstanding shares: 68% for, 0.4% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.9% of the shares they voted on this item FOR (55,378,202 for, 12 against).

FOR 99.9%
FOR: 55,378,202 (100.0%)AGAINST: 12 (0.0%)ABSTAIN: 4,431 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: Mark R. George” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,80012 50For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,197,8770 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust210,9620 00For
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

13. Election of Directors: Mary K. Heitkamp

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 8 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 152,207,108AGAINST: 2,012,797

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Mary K. Heitkamp”): 152,207,108 for, 2,012,797 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 224,594,001 outstanding shares: 68% for, 0.9% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.9% of the shares they voted on this item FOR (55,377,865 for, 348 against).

FOR 99.9%
FOR: 55,377,865 (100.0%)AGAINST: 348 (0.0%)ABSTAIN: 4,431 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: Mary K. Heitkamp” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,78229 50For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,197,8770 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust210,9620 00For
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

14. Election of Directors: John C. Huffard, Jr.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 148,653,437AGAINST: 5,622,830

Norfolk Southern Corporation’s own tally for this item (“Elect Director: John C. Huffard, Jr.”): 148,653,437 for, 5,622,830 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 224,594,001 outstanding shares: 66% for, 3% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.9% of the shares they voted on this item FOR (55,377,810 for, 405 against).

FOR 99.9%
FOR: 55,377,810 (100.0%)AGAINST: 405 (0.0%)ABSTAIN: 4,431 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: John C. Huffard, Jr.” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,72786 50For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,197,8770 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust210,9620 00For
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

15. Election of Directors: Christopher T. Jones

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 7 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 153,454,635AGAINST: 805,321

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Christopher T. Jones”): 153,454,635 for, 805,321 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 224,594,001 outstanding shares: 68% for, 0.4% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.9% of the shares they voted on this item FOR (55,378,202 for, 11 against).

FOR 99.9%
FOR: 55,378,202 (100.0%)AGAINST: 11 (0.0%)ABSTAIN: 4,431 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: Christopher T. Jones” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,80011 50For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,197,8770 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust210,9620 00For
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

16. Election of Directors: Gilbert H. Lamphere

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 7 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 152,909,098AGAINST: 1,380,458

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Gilbert H. Lamphere”): 152,909,098 for, 1,380,458 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 224,594,001 outstanding shares: 68% for, 0.7% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.9% of the shares they voted on this item FOR (55,378,194 for, 20 against).

FOR 99.9%
FOR: 55,378,194 (100.0%)AGAINST: 20 (0.0%)ABSTAIN: 4,431 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: Gilbert H. Lamphere” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,79220 50For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,197,8770 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust210,9620 00For
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

17. Election of Directors: Lori J. Ryerkerk

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2026-05-07.

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 152,274,397AGAINST: 1,924,124

Norfolk Southern Corporation’s own tally for this item (“Elect Director: Lori J. Ryerkerk”): 152,274,397 for, 1,924,124 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 224,594,001 outstanding shares: 68% for, 0.9% against (69% of the company cast a for/against vote).

The 167 asset managers below cast 99.9% of the shares they voted on this item FOR (55,377,865 for, 347 against).

FOR 99.9%
FOR: 55,377,865 (100.0%)AGAINST: 347 (0.0%)ABSTAIN: 4,432 (0.0%)NOT VOTED: 171 (0.0%)
Largest asset managers voting on “Election of Directors: Lori J. Ryerkerk” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard19,959,78228 60For
Dodge & Cox6,347,3000 00For
Fidelity5,306,7750 00For
BlackRock5,197,8770 00For
State Street2,164,8290 00For
Capital Group1,960,9520 00For
American Century1,492,6120 00For
Charles Schwab1,429,7930 00For
Invesco1,428,8730 00For
Dimensional1,276,8620 00For
Global X1,226,9230 00For
T. Rowe Price1,188,5330 00For
JPMorgan876,3640 00For
TIAA429,1530 00For
MERGER FUND408,9140 00For
MASTER INVESTMENT PORTFOLIO342,0310 00For
Cohen & Steers302,1840 00For
Jackson National272,6960 00For
Calamos246,4210 00For
Equitable212,5330 00For
Amplify ETF Trust210,9620 00For
AMERICAN BEACON FUNDS208,2100 00For
Columbia Threadneedle170,7650 00For
Northern Trust169,9400 00For
Lincoln Financial133,7000 00For

Showing the 25 largest of 167 asset managers. See all 167 in the interactive database.

18. Advisory Vote to Ratify Named Executive Officers' Compensation

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

Meeting held 2026-05-07.

94% Majority: yes · of votes cast

FOR 94%
FOR: 145,144,991AGAINST: 8,525,943

Norfolk Southern Corporation’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 2026 Annual Meet”): 145,144,991 for, 8,525,943 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 224,594,001 outstanding shares: 65% for, 4% against (68% of the company cast a for/against vote).

The 31 asset managers below cast 55% of the shares they voted on this item FOR (1,072,351 for, 873,696 against).

FOR 55%AGAINST 45%
FOR: 1,072,351 (55.1%)AGAINST: 873,696 (44.9%)
Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Union Investment Management GmbH0792,520 00Against
HBK INVESTMENTS L P730,6240 00For
Cardano Risk Management B.V.080,225 00Against
Lincoln Financial75,0060 00For
Ghisallo Capital Management LLC52,0000 00For
Rokos Capital Management LLP41,7590 00For
Birnam Oak Advisors, LP36,7050 00For
Empower36,7050 00For
Ausbil Investment Management Ltd32,8250 00For
NORDEA INVESTMENT MANAGEMENT AB22,6410 00For
TD Waterhouse Canada Inc.11,8140 00For
WHITENER CAPITAL MANAGEMENT, INC.6,4170 00For
Hanson & Doremus Investment Management5,6160 00For
Metzler Asset Management GmbH4,5860 00For
Douglass Winthrop Advisors, LLC3,0000 00For
CLEARWATER INVESTMENT TRUST2,9260 00For
WASHINGTON CAPITAL MANAGEMENT, INC1,455870 00For
Westbourne Investment Advisors, Inc.2,0220 00For
TOBAM1,2040 00For
Moment Partners, LLC1,1020 00For
Multi-Select Securities Fund for Puerto Rico Residents9530 00For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma9060 00For
Edgemoor Investment Advisors, Inc.8200 00For
ARS Investment Partners, LLC5150 00For
Sepio Capital, LP3400 00For

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

19. Advisory Vote on Golden Parachutes

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2025-11-14.

73% fund support · no official result

FOR 73%AGAINST 27%

The 31 asset managers below cast 73% of the shares they voted on this item FOR (3,727,468 for, 1,368,584 against).

FOR: 3,727,468 (73.1%)AGAINST: 1,368,584 (26.9%)
Largest asset managers voting on “Advisory Vote on Golden Parachutes” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
JPMorgan2,460,8610 00For
HBK INVESTMENTS L P873,3740 00For
Union Investment Management GmbH0860,661 00Against
APG Asset Management US Inc.0497,654 00Against
Lincoln Financial81,1159,909 00For
Cardano Risk Management B.V.76,2570 00For
Rokos Capital Management LLP49,1540 00For
Birnam Oak Advisors, LP42,9860 00For
Empower36,7050 00For
Ausbil Investment Management Ltd34,8690 00For
NORDEA INVESTMENT MANAGEMENT AB21,6890 00For
TD Waterhouse Canada Inc.10,4320 00For
Douglass Winthrop Advisors, LLC7,5000 00For
HC CAPITAL TRUST5,3450 00For
OSSIAM5,2190 00For
Metzler Asset Management GmbH4,5860 00For
Hanson & Doremus Investment Management4,0930 00For
WASHINGTON CAPITAL MANAGEMENT, INC3,8250 00For
NORTHERN LIGHTS FUND TRUST II3,7000 00For
CLEARWATER INVESTMENT TRUST3,0770 00For
Multi-Select Securities Fund for Puerto Rico Residents9530 00For
Sepio Capital, LP5440 00For
ARS Investment Partners, LLC5150 00For
Convergence Investment Partners, LLC3100 00For
Impact Investors, Inc0259 00Against

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

20. Approve Merger Agreement

EXTRAORDINARY TRANSACTIONS

Meeting held 2025-11-14.

100% fund support · no official result

FOR 100%

The 9 asset managers below cast 100% of the shares they voted on this item FOR (2,590,906 for, 0 against).

FOR: 2,590,906 (100.0%)
Largest asset managers voting on “Approve Merger Agreement” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
JPMorgan2,449,8490 00For
Lincoln Financial91,0240 00For
Empower36,7050 00For
HC CAPITAL TRUST5,3450 00For
NORTHERN LIGHTS FUND TRUST II3,7000 00For
CLEARWATER INVESTMENT TRUST3,0770 00For
Multi-Select Securities Fund for Puerto Rico Residents9530 00For
NORTHERN LIGHTS FUND TRUST III2530 00For
ESL Trust Services, LLC00 00--

21. Adjourn Meeting

CORPORATE GOVERNANCE

Meeting held 2025-11-14.

100% fund support · no official result

FOR 100%

The 8 asset managers below cast 100% of the shares they voted on this item FOR (2,590,906 for, 0 against).

FOR: 2,590,906 (100.0%)
Largest asset managers voting on “Adjourn Meeting” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
JPMorgan2,449,8490 00For
Lincoln Financial91,0240 00For
Empower36,7050 00For
HC CAPITAL TRUST5,3450 00For
NORTHERN LIGHTS FUND TRUST II3,7000 00For
CLEARWATER INVESTMENT TRUST3,0770 00For
Multi-Select Securities Fund for Puerto Rico Residents9530 00For
NORTHERN LIGHTS FUND TRUST III2530 00For

22. 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 2025-2026 season's 1 July to 30 June window; reported in this season's filings).

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 164,352,835AGAINST: 8,166,851

Norfolk Southern Corporation’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 224,594,001 outstanding shares: 73% for, 4% against (77% of the company cast a for/against vote).

The 6 asset managers below cast 98% of the shares they voted on this item FOR (23,609 for, 525 against).

FOR 98%
FOR: 23,609 (97.8%)AGAINST: 525 (2.2%)
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 Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
ST. NICHOLAS PRIVATE ASSET MANAGEMENT, INC10,5100 00For
Investment Management Corp of Ontario9,7790 00For
NORRIS PERNE & FRENCH LLP/MI2,5250 00For
OSSIAM0525 00Against
FIRST UNITED BANK & TRUST4850 00For
PEDDOCK CAPITAL ADVISORS, LLC3100 00For

23. TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 28, 2025, AS IT MAY BE AMENDED FROM TIME TO TIME, BY AND AMONG NORFOLK SOUTHERN, UNION PACIFIC CORPORATION, RUBY MERGER SUB 1 CORPORATION AND RUBY MERGER SUB 2 LLC (THE MERGER AGREEMENT&QUOT AND SUCH PROPOSAL, THE &QUOTMERGER AGREEMENT PROPOSAL&QUOT). &QUOT

EXTRAORDINARY TRANSACTIONSMajority of the votes cast: yes

Meeting held 2025-11-14.

99% Majority: yes · of votes cast

FOR 99%
FOR: 162,191,626AGAINST: 2,366,923

Norfolk Southern Corporation’s own tally for this item (“Proposal 1: The Merger Agreement Proposal Shareholders approved the Agreement and Plan of Merger entered into by and among Norfolk Southern, Union Pacific and two wholly owned subsidiaries of Union Pacific on July 28, 20”): 162,191,626 for, 2,366,923 against, per its Form 8-K filed 2025-11-17 (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 224,594,001 outstanding shares: 72% for, 1% against (73% of the company cast a for/against vote).

The 6 asset managers below cast 100% of the shares they voted on this item FOR (22,086 for, 0 against).

FOR 100%
FOR: 22,086 (100.0%)
Largest asset managers voting on “TO APPROVE THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JULY 28, 2025, AS IT MAY BE AMENDED FROM TIME TO TIME” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
TIMOTHY PLAN16,3560 00For
RBB Fund Trust2,3770 00For
apricus wealth, LLC2,0600 00For
Advisors' Inner Circle Fund III1,1040 00For
Legacy Capital Wealth Partners, LLC1360 00For
KKM Financial LLC530 00For

24. Election of Directors (Majority Voting)

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2026-05-07.

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 100.0%
Largest asset managers voting on “Election of Directors (Majority Voting)” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
HARBOUR INVESTMENT MANAGEMENT LLC30,8040 00For
ESL Trust Services, LLC6380 00For

25. COMPENSATION

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

Meeting held 2026-05-07.

94% Majority: yes · of votes cast

FOR 94%
FOR: 145,144,991AGAINST: 8,525,943

Norfolk Southern Corporation’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 2026 Annual Meet”): 145,144,991 for, 8,525,943 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 224,594,001 outstanding shares: 65% for, 4% against (68% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,700 for, 0 against).

FOR 100%
FOR: 1,700 (100.0%)
Largest asset managers voting on “COMPENSATION” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Members Trust Co1,5000 00For
Capital Group2000 00For

26. Director Elections

DIRECTOR ELECTIONS

Meeting held 2026-05-07.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,540 for, 0 against).

FOR: 1,540 (100.0%)
Largest asset managers voting on “Director Elections” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Members Trust Co1,5000 00For
Ballew Advisors, Inc400 00For

27. To Approve, By An Advisory Vote, The Compensation Of The Company's Named Executives

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

Meeting held 2026-05-07.

94% Majority: yes · of votes cast

FOR 94%
FOR: 145,144,991AGAINST: 8,525,943

Norfolk Southern Corporation’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 2026 Annual Meet”): 145,144,991 for, 8,525,943 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 224,594,001 outstanding shares: 65% for, 4% against (68% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (82 for, 0 against).

FOR 100%
FOR: 82 (100.0%)
Largest asset managers voting on “To Approve, By An Advisory Vote, The Compensation Of The Company's Named Executives” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Modern Wealth Management, LLC410 00For
Tandem Financial, LLC410 00For

28. COMPENSATION

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

Meeting held 2025-11-14.

93% Majority: yes · of votes cast

FOR 93%
FOR: 152,680,836AGAINST: 11,189,077

Norfolk Southern Corporation’s own tally for this item (“Proposal 2: The Merger-Related Compensation Proposal Shareholders approved, on a non-binding advisory basis, the compensation that may be paid or become payable to the named executive officers of Norfolk Southern in conn”): 152,680,836 for, 11,189,077 against, per its Form 8-K filed 2025-11-17 (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 224,594,001 outstanding shares: 68% for, 5% against (73% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (2,175 for, 0 against).

FOR 100%
FOR: 2,175 (100.0%)
Largest asset managers voting on “COMPENSATION” at Norfolk Southern Corporation, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Members Trust Co1,2250 00For
Capital Group9500 00For

Largest Norfolk Southern Corporation shareholders voting in 2025-2026

Ranked by the number of Norfolk Southern Corporation shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 224,594,001 shares outstanding at the time of that meeting.

Top Norfolk Southern Corporation shareholders by shares voted, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 9.96%
2Dodge & Cox 6.38%
3BlackRock 5.78%
4Fidelity 3.10%
5State Street 2.67%
6GEODE CAPITAL MANAGEMENT, LLC 2.24%
7T. Rowe Price 1.96%
8Capital Group 1.77%
9American Century 1.51%
10Invesco 1.43%

Reported Norfolk Southern Corporation ownership

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

Norfolk Southern Corporation beneficial owners on record for the 2025-2026 proxy season
Holder % outstanding Disclosure
The Vanguard Group 9.27% DEF14A
BlackRock, Inc. 6.46% DEF14A
State Street 4.38% 13F
Millennium Management 2.04% 13F
Citadel Advisors 1.19% 13F
Northern Trust 1.17% 13F
Morgan Stanley 1.17% 13F
D.E. Shaw 1.01% 13F
Dimensional Fund Advisors 1.01% 13F

Percentages above are of 224,594,001 shares outstanding, as reported by Norfolk Southern Corporation on its Form 10-Q dated 2026-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 Corporation’s 10-Q dated 2026-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Norfolk Southern Corporation's 2 shareholder meetings in the 2025-2026 proxy season (held 2025-11-14 and 2026-05-07), 1,282 asset managers reported how they voted in their SEC Form N-PX filings, covering 15,080 separate fund positions. Their filings are grouped here into 28 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 of the season, voted at the meeting held 2026-05-07 — Approval of the advisory resolution on executive compensation, as disclosed in the proxy… — FOR was 94% 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 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 Corporation'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 Corporation proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).