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EX-3 - NORFOLK SOUTHERN CORPBylaws.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

July 24, 2014 (July 22, 2014)

________________________________

 

soaring nameunderblacklg

NORFOLK SOUTHERN CORPORATION

(Exact name of registrant as specified in its charter)

________________________________

 

Virginia

1-8339

52-1188014

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification Number)

 

 

 

Three Commercial Place

 

(757) 629-2680

Norfolk, Virginia 

23510-9241

 

(Registrant's telephone number, including area code)

(Address of principal executive offices)

 

 

 

No Change
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ]    Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)

 

[  ]    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[  ]    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
        (17 CFR 240.14d-2(b))

 

[  ]    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
        (17 CFR 240.13e-4(c))




Item 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Bylaw Amendment



 

On July 22, 2014, the Board of Directors amended the Bylaws of Norfolk Southern Corporation, effective as of that date, to provide that the salaries of executive officers shall be fixed by the board of directors and non-executive officers elected by the board of directors shall be fixed by the chief executive officer.  The amended Bylaws are attached hereto as Exhibit 3(ii).

 

Item 9.01.    Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are filed as part of this Current Report on Form 8-K:

 

Exhibit Number

Description

3(ii)

The Bylaws of Norfolk Southern Corporation, as amended July 22, 2014.

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

                                                    SIGNATURES

                                                            NORFOLK SOUTHERN CORPORATION

                                                            (Registrant)

 

                                                            

                                                                    /s/ Denise W. Hutson

                                                            Name:  Denise W. Hutson
                                                            Title:    Corporate Secretary

Date:  July 24, 2014

 



 

 

                                                              EXHIBIT INDEX

Exhibit Number

Description

3(ii)

The Bylaws of Norfolk Southern Corporation, as amended July 22, 2014.