Norfolk Southern Corporation Must Cease Misrepresentations and Dissemination of False Claims

SUBHEADLINE wirelesslyrailroad plednte railroadsupporters railfana unionsla shareholdersancora holdings group, llcunion leadershiprailroad safety Dear Members of the Board:

We own a meaningful equity stake in Norfolk Southern. After sending private communications that have had no discernible impact on Norfolk Southern's conduct, we're writing to address the false and misleading claims that a subset of you have been making on behalf of the company. We ask that the board ensures no further misrepresentations are made about our appropriate engagement with Teamsters affiliates and other topics that are relevant to the outcome of the Annual Meeting of Shareholders.

Recent Public Statements

It's been inaccurate when Norfolk Southern has suggested in recent days that it has the full support of rail unions. The Brotherhood of Locomotive Engineers and Trainmen (BLET) and the Brotherhood of Maintenance of Way Employees Division of the International Brotherhood of Teamsters (BMWED) – which collectively represent 41.5% of Norfolk Southern's unionized workforce – issued public statements of support for Ancora's nominees and not the company's current leadership.

The following statements released between April 25th and May 2nd make it quite clear that these important union stakeholders seek a change in leadership and fully back our seven-member slate:

  • Brotherhood of Locomotive Engineers and Trainmen, Representing Members at Norfolk Southern, Address CEO Alan Shaw's "Unfounded and Desperate" Attacks on Labor Discussions (May 2, 2024)
  • The Brotherhood of Locomotive Engineers and Trainmen, an Affiliate of the International Brotherhood of Teamsters, Calls for New Leadership at Norfolk Southern (April 26, 2024)
  • The BMWED Teamsters Reiterates Support for Jim Barber at Norfolk Southern (May 2, 2024)
  • The Brotherhood of Maintenance of Way Employes Division of the International Brotherhood of Teamsters Determines that a Change in Leadership is Needed At Norfolk Southern (April 25, 2024)

Facts Regarding the Ancora Nominees' Appropriate Engagement with Unions

When Norfolk Southern has acknowledged management's loss of labor support, it has made false and unsupported claims about our slate's interactions with unions. These claims overlook key facts, including the following:

The parties are completely confident that they are in compliance with applicable law, including the Railway Labor Act.

The parties aligned on memoranda that list concepts and principles for improving the treatment of workers, including as a result of enhanced training, improved safety, and better quality of life.

The memoranda contemplate points of alignment that would only go into effect if the company and the unions agreed to implement them after the contest, including following a customary process to negotiate and reach agreement on definitive terms.

Norfolk Southern's own counsel wrote to Ancora and acknowledged that memoranda among the parties were not binding on the company.

Response to Additional False and Unsupported Claims

Although election contests are hard-fought, it's disappointing to see some of you resorting to what we believe to be outright lies (as laid out below). Ignoring the truth could have serious ramifications beyond the scope of the situation. It needs to stop.

In the media and throughout a recent Council of Institutional Investors webinar led by three of you, Norfolk Southern affirmatively stated that Ancora (i) entered into agreements on behalf of the company, (ii) violated the Railway Labor Act, (iii) committed a crime, and (iv) gave away shareholder value via purported backroom deals. These statements are simply unsupported by facts. Many other statements also fall into the category of falsehoods and misrepresentations.

  • East Palestine -- You say, "the "East Palestine incident was not due to bad management or inattention to safety,"2 while the reality is the National Transportation Safety Board concluded the derailment was "100% preventable" and that the company's people on the ground "lacked the scientific background" to recommend what has been deemed an unnecessary toxic chemical burn.
  • Management's Commitments -- You say, "we make promises and we've continued to keep our promises [��].�"4 In reality, you have presided over an industry-worst Trip Plan Compliance rate that significantly lags the government's 82% target, meaning on-time delivery commitments to many customers aren't met. Additionally, you have overseen six straight quarters of misses on consensus EBIT, meaning the expectations of the financial community aren't met. You also have union

Read more