Norfolk Southern shareholders to decide Thursday whether to back investors who want to fire the CEO

Norfolk Southern shareholders will decide Thursday morning whether to back an activist investor’s bid to take over the railroad’s board and replace management

Josh Funk
Thursday 09 May 2024 08:10 BST
Norfolk Southern Proxy Fight
Norfolk Southern Proxy Fight (Copyright 2023 The Associated Press. All rights reserved)

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Norfolk Southern shareholders will decide Thursday morning whether to back an activist investor’s bid to take over the railroad’s board and replace management.

Ancora Holdings picked up significant support during the campaign from major investors like EdgePoint Investment Group, two major rail unions and some customers. But the rest of rail labor, several key regulators and a number of other customers backed management.

If all seven of Ancora’s nominees are elected, that would give them the votes they need to move forward with their plan to fire the CEO and overhaul the railroad’s operations. If shareholders only support some of their board candidates, then Ancora won’t be able to make sweeping changes right away.

The railroad and Ancora disagree over whether CEO Alan Shaw ’s strategy of keeping more workers on hand during a downturn to be ready to handle the eventual rebound is the best way to run Norfolk Southern and whether he is the best man to lead the railroad.

Ancora’s CEO candidate, Jim Barber, who was formerly UPS’ chief operating officer, has said keeping more workers on hand during slower times is wasteful. That’s why Ancora wants to implement the industry standard Precision Scheduled Railroading that is designed to minimize the number of workers, locomotives and railcars a railroad needs.

Ancora’s plan would rely on running fewer, longer trains on a tighter schedule and switching cars between trains less often to streamline operations. Shaw argued that running the railroad too lean would jeopardize the improvements in safety and service Norfolk Southern has seen since its disastrous February 2023 derailment in East Palestine, Ohio.

Rail unions have said they believe Precision Scheduled Railroading has made the industry more dangerous and derailments more likely because inspections are so rushed and preventative maintenance may be neglected.

If Ancora succeeds in getting all seven of its nominees elected, it will have the power to fire Shaw and his new Chief Operating Officer John Orr that he just hired in March after paying another railroad $25 million to get permission to hire him. Ancora wants to install Barber as CEO and hire former CSX railroad operations chief Jaimie Boychuk to be Norfolk Southern’s Chief Operating Officer to overhaul the way the railroad schedules and operates its trains.

Ancora has projected that it will be able to cut more than $800 million in expenses in the first year and another $275 million by the end of three years. The investors say they don’t plan layoffs, but want to use attrition to eliminate about 1,500 jobs over time.

Norfolk Southern has said it’s own plan to make the railroad more efficient would generate about $400 million in cost savings over two years and improve its profit margin. Although analysts have questioned whether Norfolk Southern will be able to catch up to the other major freight railroads, which are all working to get more efficient too.

If Ancora doesn’t get all of its directors elected, the investors won’t be able to make sweeping changes immediately, but they will likely be able to put more pressure on Shaw to deliver results.

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