One of the largest freight railroads in the eastern United States, it hauls merchandise, coal, and intermodal containers and trailers across its network for agriculture, chemicals, automotive, and other shippers. It was created in 1982 when the Norfolk and Western and Southern railways combined into one holding company. The railroad brands itself "The Thoroughbred of Transportation," and its early marketing used real racehorses as mascots, including one named David.
Norfolk Southern appoints Brian Barr COO; John Orr resigns effective May 31, 2026
John Orr resigned as EVP & COO for 'good reason' effective May 31, 2026, and will serve as special advisor to the Chair through June 30, 2026, then retire July 1, 2026.
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Brian Barr was appointed COO effective June 1, 2026; he previously served as VP and Chief Mechanical Officer since September 2024.
Orr will receive severance under the Executive Severance Plan and a $2,250,000 retention bonus balance payable within 30 days after the Union Pacific merger closing.
Barr's compensation includes a $600,000 base salary, 130% annual incentive opportunity, and LTIP awards with target values of $2,500,000 and $1,260,000.
Barr's cash retention bonus was increased to $2 million total, with remaining installments of $600,000 each vesting in January 2027, at closing, and six months post-closing.
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Union Pacific and Norfolk Southern file STB application to combine into first transcontinental railroad.
On December 19, 2025, Union Pacific and Norfolk Southern filed an application with the Surface Transportation Board to approve their proposed merger.
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The companies entered into a merger agreement on July 29, 2025, to create America's first transcontinental railroad.
The application is nearly 7,000 pages and includes over 2,000 letters of support; shareholders at both companies voted 99% in favor.
The combined network would span 50,000 route miles, connect 43 states and more than 100 ports, and convert 10,000 interline lanes to single-line service.
The merger is expected to eliminate 2,400 daily car handlings, shift 2 million truckloads from road to rail annually, and create about 900 net new union jobs by the third year.
The filing was made under Item 7.01 Regulation FD Disclosure, with the press release and call transcript furnished as exhibits.
7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits
Norfolk Southern shareholders approve merger with Union Pacific at special meeting
At a special meeting on November 14, 2025, Norfolk Southern shareholders approved the Merger Agreement with Union Pacific, with 162,191,626 votes for, 2,366,923 against, and 310,098 abstentions.
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Shareholders also approved, on a non-binding advisory basis, the merger-related compensation proposal for named executive officers, with 152,680,836 votes for, 11,189,077 against, and 998,734 abstentions.
The merger consideration is 1.0 Union Pacific common share and $88.82 in cash for each Norfolk Southern share, and the transaction is expected to close by early 2027.
Completion of the mergers remains subject to closing conditions, including receipt of certain regulatory approvals such as Surface Transportation Board review.
Norfolk Southern issued a press release on November 14, 2025, announcing the shareholder vote results, attached as Exhibit 99.1 to the Form 8-K.
5.07 Submission of Matters to a Vote of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits