SCHEDULE 14A
 
(Rule 14a-101)
 
INFORMATION REQUIRED IN PROXY STATEMENT
 
SCHEDULE 14A INFORMATION
 
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
 
Filed by the Registrant [X]  
Filed by a Party other than the Registrant [   ]   
 
Check the appropriate box:         
[   ]        Preliminary Proxy Statement [   ]  Soliciting Material Under Rule 14a-12
[   ]   Confidential, For Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
   
[   ]   Definitive Proxy Statement  
[X]   Definitive Additional Materials  

  NORFOLK SOUTHERN CORPORATION  
  (Name of Registrant as Specified In Its Charter)  
 
       
 
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
 

Payment of Filing Fee (Check the appropriate box):
[X]        No fee required.
[   ]
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
    1)         Title of each class of securities to which transaction applies:
         
2) Aggregate number of securities to which transaction applies:
 
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
 
4) Proposed maximum aggregate value of transaction:
 
5) Total fee paid:
 
[   ]
 
Fee paid previously with preliminary materials:
[   ]
 
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
    1)   Amount previously paid:
         
  2)   Form, Schedule or Registration Statement No.:
         
  3)   Filing Party:
         
  4)   Date Filed:
 



*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 14, 2015

 


NORFOLK SOUTHERN CORPORATION


 







           







 
Meeting Information
Meeting Type:           Annual Meeting
For holders as of:      March 05, 2015
Date:     May 14, 2015       Time:  8:30 AM EDT
Location:      Conference Center
Williamsburg Lodge
South England Street
Williamsburg, Virginia
 
 
You are receiving this communication because you hold shares in the above named company.
 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 
We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
See the reverse side of this notice to obtain proxy materials and voting instructions.




—  Before You Vote  —
How to Access the Proxy Materials
 
Proxy Materials Available to VIEW or RECEIVE:
1. Notice & Proxy Statement      2. Annual Report
 
How to View Online:
Have the information that is printed in the box marked by the arrow   XXXX XXXX XXXX XXXX  (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE:    1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
   
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow   XXXX XXXX XXXX XXXX   (located on the following page) in the subject line.
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 30, 2015 to facilitate timely delivery.

—  How To Vote  —
Please Choose One of the Following Voting Methods
 
 
 
Vote In Person: If you choose to vote these shares in person at the meeting, you must request a "legal proxy." To do so, please follow the instructions at www.proxyvote.com or request a paper copy of the materials, which will contain the appropriate instructions. Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow   XXXX XXXX XXXX XXXX   available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a voting instruction form.









Voting items
The Board of Directors recommends you
vote FOR the following proposal(s):

 
1.     Election of Directors
    Nominees
  1A     Thomas D. Bell, Jr.
     
  1B     Erskine B. Bowles
     
  1C     Robert A. Bradway
     
  1D     Wesley G. Bush
     
  1E     Daniel A. Carp
     
  1F     Karen N. Horn
     
  1G     Steven F. Leer
     
  1H     Michael D. Lockhart
     
  1I     Amy E. Miles
     
  1J     Charles W. Moorman, IV
     
  1K     Martin H. Nesbitt
     
  1L     James A. Squires
     
  1M     John R. Thompson

  

The Board of Directors recommends you vote FOR the following
proposal(s):

2 The ratification of the appointment of KPMG LLP, independent registered public accounting firm, as Norfolk Southern's independent auditors for the year ending December 31, 2015.
 
3     Approval of executive compensation as disclosed in the proxy statement for the 2015 Annual Meeting of Stockholders.
 
4 Approval of the amended Executive Management Incentive Plan as disclosed in the proxy statement for the 2015 Annual Meeting of Stockholders.
 
5 Approval of the amended Long-Term Incentive Plan as disclosed in the proxy statement for the 2015 Annual Meeting of Stockholders.





















Voting items Continued



NOTE: In addition, in their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.








Voting Instructions