NORFOLK SOUTHERN CORPORATION | street name and non-street name shareholders’ rights to call special meeting at NORFOLK SOUTHERN CORPORATION

Status
45.42% votes in favour
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
NSC
Lead filer
Resolution ask
Other ask
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
"Shareholders ask our Board to take the steps necessary to amend the appropriate company governing documents to give 10% of street name shareholders and non-street name shareholders an equal right to call for a special shareholder meeting and to clear up any ambiguity that could tend to make the rights of street name shareholders less than the rights of non street name shareholders in regard to formal participation in the call for a special shareholder meeting.

"
Supporting statement
"One of the main purposes of this proposal is to give all shareholders, including street name shareholders, the right to formally participate in calling for a special shareholder meeting to the fullest extent possible and to clear up any ambiguity on whether street name shareholders can formally participate in calling for a special shareholder meeting without converting their shares to another class of stock.
Currently it takes a theoretical 20% of all shares outstanding to call for a special shareholder meeting.

It then may appear that all the shares that are held in street name are 100% disqualified from participating in the calling of a special shareholder meeting. If 50% of Norfolk Southern shares are held in street name then it would take 40% of non-street name shares (20% times 2) to call for a special shareholder meeting. A right for 40% of a limited class of shareholders to call a special shareholder meeting, and excluding all other shareholders, is not much of a right for the Board to brag about. Plus NSC shareholders have no right to act by written consent. Calling for a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call for a special shareholder meeting is that it gives shareholders at least significant standing to engage effectively with management. Management will have an incentive to genuinely engage with shareholders, instead of stonewalling, if shareholders have a realistic Plan B option of calling a special shareholder meeting."

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