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Ancora Urges Norfolk Southern’s Board to Immediately Replace Current Leadership Following New Train Derailment in Pennsylvania

CLEVELAND, March 02, 2024--(BUSINESS WIRE)--Ohio-based Ancora Holdings Group, LLC (collectively with its affiliates, "Ancora" or "we"), which owns a large equity stake in Norfolk Southern Corporation (NYSE: NSC) ("Norfolk Southern" or the "Company"), today issued the below statement regarding the Company’s latest derailment. As a reminder, we recently announced the nomination of eight highly qualified, independent candidates (the "Investor Slate") for election to the Company’s Board of Directors (the "Board") at the 2024 Annual Meeting of Shareholders. In addition, we announced a proposed management team that includes transportation network leader Jim Barber, Jr. as Chief Executive Officer and lifelong railroad operator and turnaround expert Jamie Boychuk as Chief Operating Officer. To learn more, visit www.MoveNSCForward.com.

"We hope the crew and everyone in Lower Saucon Township are unharmed by yet another derailment of a Norfolk Southern train. Although our fiduciary obligation is to pursue optimal returns for the pensions, family offices and other clients who entrust us with their capital, nothing takes precedence over the health and well-being of individuals and communities. Our proposed slate and management team are unanimous in their view that Norfolk Southern must become a safer and more reliable railroad before it can ever reach its full potential. Following this latest derailment, we call for the immediate termination of CEO Alan Shaw and stand ready to engage with the Company about an orderly reconstitution of the Board and a transition to capable management with a track record of actually delivering on safety commitments.

It is all too common for people to see in the news that a Norfolk Southern train is at the center of a derailment or tragedy.1 It is only by the grace of God that preliminary reports indicate no fatalities are associated with this accident. Images of diesel-filled locomotives lying on their sides underscore the urgent need to replace the Company’s failed executive leadership and provide this railroad the fresh start it so desperately needs.

This latest incident, which follows other accidents and the tragic death of an engineer this year, has resulted in two locomotives tumbling down a riverbank just 50 miles outside of Philadelphia and 85 miles outside of New York City. A derailment of this nature could cause fuel to leak into the river and nearby soil, resulting in health risks for communities who drink from this water and inviting investigations from state and federal governments. American Rivers, a non-profit, states that the Lehigh River supports the drinking water supply of 15 million people.2 A derailment like this could also hurt near-term service quality on an extremely busy line that connects major cities. This latest chapter in a series of accidents, which have been downplayed by Norfolk Southern, leads us to believe that it is only a matter of time before Mr. Shaw’s approach results in another wholesale disaster like the one in East Palestine, Ohio.

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This comes days after the Board arrogantly promoted management’s safety record and revealed a 37% year-over-year raise in total compensation for Mr. Shaw, resulting in pay of roughly $13.4 million. It also follows the Board’s sustained efforts to poison the well and peddle misinformation about our safety commitments to regulators, shippers, labor and the media. An incident like this, which is drawing national news coverage and resulting in more embarrassment for the railroad, should put an end to the Board’s unsustainable efforts to save a tainted CEO with no long-term future.3 How can anyone defend this?"

About Ancora

Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management, retirement plan services and insurance solutions to individuals and institutions across the United States. The firm is a long-term supporter of union labor and has a history of working with union groups and public pension plans to deliver long-term value. Ancora’s comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. For more information about Ancora, please visit https://ancora.net.

Advisors

Cadwalader, Wickersham & Taft LLP is serving as legal advisor, with Longacre Square Partners LLC serving as communications and strategy advisor and D.F. King & Co., Inc. serving as proxy solicitor.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information herein contains "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if the underlying assumptions of Ancora (defined below) or any of the other participants in the proxy solicitation described herein prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Ancora that the future plans, estimates or expectations contemplated will ever be achieved. You should not rely upon forward-looking statements as a prediction of actual results and actual results may vary materially from what is expressed in or indicated by the forward-looking statements. Except to the extent required by applicable law, neither Ancora nor any participant will undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements herein to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events. Certain statements and information included herein have been sourced from third parties. Ancora does not make any representations regarding the accuracy, completeness or timeliness of such third party statements or information. Except as may be expressly set forth herein, permission to cite such statements or information has neither been sought nor obtained from such third parties. Any such statements or information should not be viewed as an indication of support from such third parties for the views expressed herein.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Ancora Alternatives LLC ("Ancora Alternatives") and the other Participants (as defined below) intend to file a preliminary proxy statement and accompanying BLUE universal proxy card (the "Proxy Statement") with the Securities and Exchange Commission (the "SEC") to be used to solicit proxies for, among other matters, the election of its slate of director nominees at the 2024 annual meeting of shareholders (the "2024 Annual Meeting") of Norfolk Southern Corporation, a Virginia corporation ("Norfolk Southern" or the "Corporation").

The participants in the proxy solicitation are currently anticipated to be Ancora Catalyst Institutional, LP ("Ancora"), Ancora Merlin Institutional, LP, ("Ancora Merlin Institutional"), Ancora Merlin, LP ("Ancora Merlin"), Ancora Catalyst, LP ("Ancora Catalyst"), Ancora Bellator Fund, LP ("Ancora Bellator"), Ancora Impact Fund LP Series AA ("Ancora Impact AA") and Ancora Impact Fund LP Series BB ("Ancora Impact BB") (each of which is a series fund within Ancora Impact Fund LP) (Ancora, Ancora Merlin Institutional, Ancora Merlin, Ancora Catalyst, Ancora Bellator, Ancora Impact AA and Ancora Impact BB, collectively, the "Ancora Funds"), Ancora Advisors, LLC ("Ancora Advisors"), The Ancora Group LLC ("Ancora Group"), Ancora Family Wealth Advisors, LLC ("Ancora Family Wealth"), Inverness Holdings LLC ("Inverness Holdings"), Ancora Alternatives, Ancora Holdings Group, LLC ("Ancora Holdings") and Frederick DiSanto (collectively, the "Ancora Parties"); and Betsy Atkins, James Barber, Jr., William Clyburn, Jr., Nelda Connors, Sameh Fahmy, John Kasich, Gilbert Lamphere and Allison Landry (the "Ancora Nominees" and, collectively with the Ancora Parties, the "Participants").

Ancora Alternatives, as the general partner and investment manager of each of the Ancora Funds and as the investment manager of the Ancora Alternatives separately managed accounts (each, an "SMA") may be deemed to beneficially own in the aggregate 913,180 shares of Common Stock (of which 830,380 shares of Common Stock are directly and beneficially owned by the Ancora Funds, including the 123,500 shares of Common Stock underlying 1,235 American call options held directly and beneficially in aggregate by the Ancora Funds, and of which 82,800 shares of Common Stock are held indirectly and beneficially by the Ancora Alternatives SMAs). Ancora Advisors, as the investment advisor to the SMA of Ancora Advisors, may be deemed to beneficially own all of the 270 shares of Common Stock held in the Ancora Advisors SMA. Ancora Group, as the sole member of Ancora Advisors, may be deemed to beneficially own all of the 270 shares of Common Stock held in the Ancora Advisors SMA. Ancora Family Wealth, as the investment advisor to the Ancora Family Wealth SMAs, may be deemed to beneficially own all of the 9,847.28 shares of Common Stock held in the Ancora Family Wealth SMAs. Inverness Holdings, as the sole member of Ancora Family Wealth, may be deemed to beneficially own all of the 9,847.28 shares of Common Stock held in the Ancora Family Wealth SMAs. Ancora, as the sole member of each of Ancora Alternatives, Ancora Group and Inverness Holdings, may be deemed to beneficially own in the aggregate 923,297.28 shares of Common Stock held by the Ancora Funds (including the 123,500 shares of Common Stock underlying 1,235 American call options), the Ancora Alternatives SMAs, the Ancora Advisors SMA and the Ancora Family Wealth SMAs. Mr. DiSanto, as the Chairman and Chief Executive Officer of Ancora, may be deemed to beneficially own in the aggregate 923,297.28 shares of Common Stock held by the Ancora Funds (including the 123,500 shares of Common Stock underlying 1,235 American call options), the Ancora Alternatives SMAs, the Ancora Advisors SMA and the Ancora Family Wealth SMAs. The Ancora Parties beneficially own 923,297.28 shares of Common Stock in the aggregate (including the 123,500 shares of Common Stock underlying 1,235 American call options). Gilbert Lamphere owns 1,200 shares of Common Stock and Sameh Fahmy owns 3,000 shares of Common Stock.

IMPORTANT INFORMATION AND WHERE TO FIND IT

Ancora strongly advises all shareholders of Norfolk Southern to read the preliminary proxy statement, any amendments or supplements to such proxy statement, the definitive proxy statement, and other proxy materials filed by Ancora as they become available because they will contain important information. Such proxy materials will be available at no charge on the SEC’s website at www.sec.gov. In addition, the participants in this proxy solicitation will provide copies of the proxy statement without charge, when available, upon request. Requests for copies should be directed to the participants’ proxy solicitor.

1 Freight Waves, "NTSB investigating after Norfolk Southern worker killed," February 2, 2024 and Associated Press, "10 cars of cargo train carrying cooking oil and plastic pellets derail. Two land in New York river," February 8, 2024 and 13 News Now, "9 train cars derailed at Norfolk’s Lamberts Point terminal, Norfolk Southern says," February 7, 2024.
2 https://www.americanrivers.org/media-item/lehigh-river-named-among-americas-most-endangered-rivers-of-2023/#:~:text=The%20river%20is%20a%20direct,water%20supply%20of%2015%20million.
3 The New York Times, "Freight Cars Derail Along Lehigh River in Pennsylvania," March 2, 2024.

View source version on businesswire.com: https://www.businesswire.com/news/home/20240302388946/en/

Contacts

Longacre Square Partners
Joe Germani / Charlotte Kiaie, 646-386-0091
MoveNSCForward@longacresquare.com

D.F. King & Co., Inc.
Edward McCarthy
212-229-2634
MoveNSCForward@dfking.com