Norfolk Southern Corp. (NSC) said on Thursday that it would seek to declassify its board of directors, as an enhancement to the company's corporate governance practices.
Declassification would subject all Norfolk Southern directors to annual election, replacing the current structure in which three classes of directors are elected for staggered three-year terms.
To implement declassification, the board would seek shareholder approval to amend the company's articles of incorporation at the 2010 annual meeting of stockholders. If approved, declassification would begin at the 2011 annual meeting.
At that time, the board would nominate director candidates for one-year terms to fill vacancies as of that date. Directors elected to serve three-year terms prior to the amendment's approval, and directors elected at the 2010 annual meeting, will continue to serve until their terms expire. Beginning at the 2013 annual meeting, the entire Norfolk Southern board of directors will be elected annually.
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