Norfolk Southern to add new board member as part of deal with Ancora Holdings

Activist investor Ancora led an often-nasty proxy fight for control of the railroad last year, ultimately losing in its takeover bid but gaining three seats on the NS board and ousting independent chairperson Amy Miles. While CEO Alan Shaw survived that challenge, he was fired just four months later following a brief investigation into a consensual relationship with NS’ chief legal officer that violated company policy.

As part of the agreement with the railroad, Ancora said it will withdraw its nomination of four director candidates at NS’ 2025 stockholder meetings and agrees to vote in accordance with the board’s recommendations in connection with any vote of shareholders. It also agreed to a standstill provision. The full agreement will be filed with the Securities and Exchange Commission.

Ancora CEO Frederick DiSanto and Ancora Alternatives President James Chadwick said in a statement, “In our view, it’s a new day at Norfolk Southern following board refreshment, management enhancements, and new leadership’s efforts to establish a disciplined and operationally led network. The Company’s focus on governance and its overall progress is further evidenced by the board’s decisive action with respect to its internal investigation, which we are told has been thorough and wide ranging.”