All Three Leading Independent Proxy Advisory Firms Recommend Norfolk Southern Shareholders Vote “FOR” Significant Boardroom Change on the BLUE Proxy Card

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 announced that all three independent proxy advisory firms – Institutional Shareholder Services Inc. (“ISS”), Glass, Lewis & Co. (“Glass Lewis”), and Egan-Jones Ratings Company (“Egan-Jones”) – have now recommended that Norfolk Southern shareholders vote “FOR” significant boardroom change at the Company’s upcoming Annual Meeting of Shareholders (the “Annual Meeting”) on May 9, 2024. Notably, all three proxy advisory firms also recommend voting AGAINST Norfolk Southern’s proposed executive compensation.

Frederick D. DiSanto, Chairman and Chief Executive Officer of Ancora, and James Chadwick, President of Ancora Alternatives LLC, commented:

“We’re pleased Egan-Jones is recommending shareholders vote on the Blue proxy card for all of our director candidates, including experienced Board member and proven network leader Jim Barber. All three proxy advisory firms now support significant change at Norfolk Southern. If shareholders support a majority change of the Board, they can ensure that operationally proficient management commences a network redesign and properly implements Precision Scheduled Railroading. This three-year strategy, which differs greatly from Norfolk Southern’s resilience railroading model, has driven superior service, safety and long-term value at every other publicly-traded Class I rail. Given the potential for Norfolk Southern needing a new CEO after next month’s federal report on the East Palestine derailment, now is the time to install proven leadership who can execute a tried-and-true strategy that benefits all stakeholders.”

In its recently issued report, Egan-Jones highlighted its rationale for recommending shareholders vote “FOR” all seven Ancora Nominees:¹

• “[W]e strongly recommend that shareholders support the election of Jim Barber as we believe that his best-in-class experience in logistics and transportation systems will pave [the] way for the Company to realign its strategies to achieve its targets and increase business outlook.”
• “We support Ancora’s plan to replace Norfolk Southern’s current CEO Alan Shaw […]”
• “A non-operational CEO has been at the helm long enough to show his inability to put the pieces in place. The COO succession has been problematic and expensive with the $25m buyout price tag on the current COO Orr.”
• “We believe that the collective skills and expertise of the seven Ancora Nominees will provide a pathway for growth and competent railroad services and restore public trust at the same time.”

Glass Lewis made the following points regarding the need for change at Norfolk Southern in recommending shareholders elect six Ancora nominees (including Jim Barber) and WITHHOLD on six incumbents (including CEO Alan Shaw and Chair Amy Miles):²