Influential proxy advisory firm ISS recommended on Tuesday: south norfolk Shareholders are backing five of Activist Ancora’s seven board candidates, and while they are withholding support for CEO nominee Jim Barber, they call him “still a credible director and CEO candidate.” That’s what he says.
ISS’s endorsement comes a day after Glass Lewis endorsed most of the activist investor candidates and days after two unions announced their support for Ancora’s proposed management team.
Proxy advisors advised shareholders to support CEO Alan Shaw’s re-election to the board rather than Mr. Barber, but criticized the NSC’s existing governance, saying shareholders should support current board chairman Amy・He said that Mr. Miles should not be supported.
Ancora is seeking the removal of both current CEO Shaw and newly appointed COO John Orr. Activists blame Shaw for the NSC’s historical underperformance compared to its industry peers and for the tragic train derailment in East Palestine, Ohio, just months after taking office.
Glass Lewis, another influential proxy advisory firm, said in a recommendation Monday that shareholders should support Barber rather than Shaw. Both endorsements imply giving Ancora full control of the board, but both give the opposition a clear mandate to implement change.
Investors, especially big passive index funds like Vanguard and BlackRock, pay close attention to the recommendations of proxy advisors when deciding how to vote millions of shares. Norfolk Southern’s top three shareholders control more than 16% of the outstanding shares.
“It is clear that the rebels have presented a balanced pool of qualified candidates and are targeting generally suitable management candidates,” ISS said in its report.
ISS recommends shareholders support Ancora candidates William Clyburn, Sameh Fahmy, Gilbert Lanphear, Alison Landry and John Kasich.
The proxy advisor said Norfolk Southern’s governance problems were “most evident” in the board’s failure to communicate with investors and prioritize their “best interests.”
“As board chair, Amy Miles is perhaps most responsible for this situation,” the ISS report said.
Norfolk Southern Airlines names Orr chief operating officer and adds two new board members, former Sen. Heidi Heitkamp and former Delta CEO Richard Anderson The company has taken steps to address investor concerns, including: ISS supported Mr. Anderson’s election, but said shareholders should not support Mr. Heitkamp.
“While there is no evidence to suggest that Mr. Heitkamp is unfit for the job, dissident candidate John Kasich has comparable regulatory and administrative experience,” the ISS report said, adding that the latter’s compromise It referred to the “proven ability” to promote
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