May 9 (Reuters) - Activist investor Ancora Holdings won
three board seats at Norfolk Southern ( NSC ) but failed to oust the
railway's chief executive, disappointing investors who pushed
the stock price lower in early trading.
The preliminary results were announced on Thursday after
Ancora waged a proxy fight and pushed to get seven newcomers
elected to the 13-member board. Ancora also urged investors to
oust CEO Alan Shaw who was re-elected.
The fight was one of the year's most closely watched votes
because Ancora was pushing for so many seats at such a sizable
company at a time railroad safety has been in the headlines
following several derailments, analysts and bankers said.
Investors reacted poorly to the vote news as many hoped for
a new chief executive and sent shares down as much as 6% in
early trading. By mid-morning the shares were at $224.56, down
3.3%.
"We expect investors who owned the stock for a 'change
event' will sell the stock today (and this could leak to
tomorrow as well). Importantly, though, change is already
afoot," wrote Evercore analyst Jonathan Chappell.
Ancora nominees William Clyburn, Sameh Fahmy and Gilbert
Lamphere won seats, according to preliminary voting results.
Investors ousted board chair Amy Miles, Jennifer Scanlon, chair
of the governance and nominating committee, and John Thompson,
chair of the human capital management and compensation
committee.
The company said positive change is happening at the
railway, adding "we will continue building on the significant
progress Alan Shaw, John Orr, and the entire team have already
achieved."
Earlier this year Norfolk Southern ( NSC ) reacted to
disgruntled investors by recruiting John Orr as chief operating
officer.
Orr, who has expertise in precision scheduled
railroading or PSR, was hired away from Canadian Pacific Kansas
City and Norfolk Southern ( NSC ) paid its rival railroad $25 million to
buy Orr out of his non-competition agreement.
The hedge fund argued new blood was needed to improve
financial and operational metrics and said on Thursday that it
will continue to hold the company accountable for any future
railway accidents or underperformance.
Ancora had proposed investors push Alan Shaw off the
board and elect Jim Barber, a former chief operating officer at
UPS, so that he could eventually replace Shaw as CEO. Ancora
also proposed Jamie Boychuk, who had worked with legendary
railroad executive Hunter Harrison at CSX, to become Norfolk
Southern's ( NSC ) chief operating officer.
Three prominent proxy advisory firms last week recommended
that investors elect at least five of Ancora's seven candidates,
arguing that change is needed at the railway which is valued at
$52 billion. Institutional Shareholder Services endorsed Shaw
for re-election while Glass Lewis and Egan-Jones recommended
investors not remove him.
Ancora had won support of large railroad unions and
steel maker Cleveland-Cliffs ( CLF ), a big Norfolk Southern ( NSC )
client.
As some of the vote was still coming in late on
Wednesday just hours before Thursday's annual meeting, much of
the outcome hinged on large index funds.
On Thursday morning, Ancora's Chadwick had harsh words
for the index funds and how they voted.
"For the passive investors: If anything should go wrong
here and there's another derailment and people die, this is on
you," Chadwick said at the annual meeting. "You gave us
literally no support and we still won three board seats without
you. What happens to Norfolk Southern ( NSC ) now is on your firms and
your conscience," Chadwick added.
Last month Norfolk Southern ( NSC ) agreed to pay $600 million
to settle lawsuits related to last year's train derailment in
East Palestine, Ohio.