UNITED STATES

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): 
  May 15, 2012 (May 10, 2012)

________________________________

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 5.07.    Submission of Matters to a Vote of Security Holders.

 

Norfolk Southern Corporation's Annual Meeting of Shareholders was held on Thursday, May 10, 2012.  The following persons were elected to the Board of Directors for a term of one year:

 

 

FOR

AGAINST

ABSTAIN
Gerald L. Baliles 225,607,649 7,207,514 707,195
Erskine B. Bowles 224,860,445 7,861,547 800,367
Robert A. Bradway 231,008,033 1,770,587 743,739
Wesley G. Bush 230,801,323 1,967,014 754,021
Daniel A. Carp 226,884,129 5,827,211 811,018
Karen N. Horn 210,206,445 22,433,477 882,437
Steven F. Leer 222,617,084 10,155,307 749,968
Michael D. Lockhart 231,194,697 1,572,071 755,590
Charles W. Moorman 226,144,004 6,614,200 764,154

J. Paul Reason

230,773,855

2,010,033

738,471

 

Shareholders ratified the appointment of KPMG LLP as Norfolk Southern's independent registered public accounting firm for 2012.  Stockholders cast 237,398,669 votes for the appointment, 3,331,562 votes against the appointment and abstained from casting 705,434 votes on the appointment of the independent registered public accounting firm.

 

Shareholders approved, on an advisory basis, the compensation of the Company's Named Executive Officers.  Stockholders cast 216,958,959 votes for the approval, 14,807,513 votes against the approval, and abstained from casting 1,755,887 votes on the approval of the compensation of the Company's Named Executive Officers. 

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/ Howard McFadden                      

                                                            Name: Howard McFadden
                                                            Title:   Corporate Secretary

Date:  May 15, 2012