April 29 (Reuters) - Ancora Holdings scored a victory in
its battle with Norfolk Southern ( NSC ) on Monday when proxy
advisory firm Glass Lewis recommended investors in the railway
replace its CEO and others with six of the activist investor's
board director candidates.
Glass Lewis said that CEO Alan Shaw and other long-serving
directors shoulder much of the blame for Norfolk Southern's ( NSC )
underperformance and that it is time for a board shake-up.
"Ancora has presented a compelling case for supporting a
substantial overhaul of the Company's current leadership," said
the Glass Lewis report, which was seen by Reuters.
Ancora is seeking to replace Shaw with Jim Barber, a former
United Parcel Service executive, who Glass Lewis said
had "compelling credentials". It recommended shareholders
withhold support from Shaw.
Norfolk has rejected all of Ancora's nominees saying they
would not bring fresh skills or experience, but proposed plans
in February to add two new directors to its board.
Glass Lewis and its bigger competitor, Institutional
Investor Services (ISS), can help guide investors on how to vote
in board elections and mergers among other issues.
ISS has not yet made its recommendation.
The proxy fight is one of the year's most hotly contested
board challenges and will be decided at the railway's May 9
annual meeting unless the two sides reach an agreement first.
The railway has been criticized for derailments and Glass
Lewis said it can make improvements in it is workplace safety
culture. A number of unions have publicly backed Ancora's bid.
Norfolk on Monday contested the Glass Lewis recommendation.
"The flawed report overlooks the fact that Norfolk
Southern's ( NSC ) board has been an agent of change to advance
shareholders' interests, executed significant corporate
governance enhancements, and directed transformational
initiatives that continue to improve safety and operational
performance," the company said.
Ancora said it appreciated the Glass Lewis report.
U.S. steelmaker Cleveland-Cliffs ( CLF ), a Norfolk
customer, also backs Ancora, Bloomberg News reported on Sunday.