Norfolk Southern Shareholders Seek to Remove CEO Alan Shaw and Overhaul Board
Image Source: Scott Mlyn | CNBC
A group of investors led by Ohio-based activist Ancora Advisors, supported by EdgePoint Investment Group, launched a proxy fight against Norfolk Southern, aiming to add eight directors to the board and remove CEO Alan Shaw. The board slate includes former Ohio governor John Kasich and seeks to address the company’s underperformance compared to peers and the broader market. Meanwhile, Norfolk Southern rejected the slate and nominated former Amtrak CEO Richard Anderson and former U.S. Senator Heidi Heitkamp to its board.
Safety Concerns and Performance Issues
Ancora claims Shaw lacks the necessary experience to oversee Norfolk Southern during this critical period. They also criticize his use of funds for lobbying and public relations efforts. The activist group proposes replacing Shaw with former UPS executive Jim Barber as CEO and installing Jamie Boychuk, a railroad executive, as operating chief. Norfolk Southern, on the other hand, defends Shaw’s leadership and highlights the company’s commitment to safety and addressing regulatory shortcomings. Regulators have praised the company’s safety standards and performance in cutting derailments.
Arguments for and against Scheduled Railroading
Ancora’s plan includes implementing scheduled railroading, a more efficient routing network pioneered by former railroad executive Hunter Harrison, to increase profitability. However, unions have expressed concerns about job cuts resulting from this approach. Norfolk Southern argues that recklessly pursuing cost reduction at the expense of safety and service is not a sustainable strategy for creating shareholder value.
Regulatory and Labor Views
Regulators have praised Norfolk Southern’s safety investments, and the outgoing chairman of the Surface Transportation Board warns that an Ancora victory would be detrimental to the industry. Meanwhile, Federal Railroad Administrator Amit Bose emphasizes the need for a relentless focus on safety and supports Norfolk Southern’s commitment to safety investments. Ancora agrees with this focus on safety but believes Shaw is not the right leader. Labor leaders should find comfort in Ancora’s slate, which honors union agreements and invests in a network strategy that drives growth.
The Battle Ahead
Ancora, known for successful activism, has been seeking Shaw’s removal for some time. The group aims for its largest-ever proxy fight with Norfolk Southern. The company has yet to schedule its annual shareholder meeting, where the battle for control of the board will unfold. EdgePoint controls the majority stake, with Ancora beneficially owning over 923,000 shares. Norfolk Southern intends to defend Shaw’s leadership and aims to negotiate a release for Boychuk from his non-compete agreement with rival CSX if Ancora’s slate emerges victorious.
Business Today is closely monitoring the developments in this shareholder battle for control of Norfolk Southern. To stay updated on this and other finance and economic news, visit Business Today.