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

Norfolk Southern Corporation (the "Corporation") held its 2023 Annual Meeting of Shareholders on May 11, 2023.

Proposal 1 - Election of Directors

Shareholders elected the following thirteen directors, each to serve for a one-year term, by the following count:





                          Votes For  Votes Against Abstentions   Broker
                                                               Non-Votes
Thomas D. Bell, Jr.      158,780,029   6,916,082     936,426   29,479,938
Mitchell E. Daniels, Jr. 145,256,152  19,649,964    1,726,421  29,479,938
Marcela E. Donadio       161,335,811   4,592,569     704,157   29,479,938
John C. Huffard, Jr.     161,623,613   4,237,424     771,500   29,479,938
Christopher T. Jones     154,076,417  12,108,730     447,390   29,479,938
Thomas C. Kelleher       163,526,063   2,354,791     751,683   29,479,938
Steven F. Leer           154,782,828  11,398,805     450,904   29,479,938
Michael D. Lockhart      145,578,853  20,288,496     765,188   29,479,938
Amy E. Miles             158,463,420   7,760,041     409,076   29,479,938
Claude Mongeau           156,211,280   9,614,605     806,652   29,479,938
Jennifer F. Scanlon      152,345,356  13,783,670     503,511   29,479,938
Alan H. Shaw             163,510,409   2,347,826     774,302   29,479,938
John R. Thompson         154,072,274  11,968,378     591,885   29,479,938

Proposal 2 - Ratification of Appointment of Independent Registered Public Accounting Firm

Shareholders ratified the appointment of KPMG LLP as the Corporation's independent registered public accounting firm for the year ending December 31, 2023, by the following count:





 Votes For    Votes Against   Abstentions
187,256,960     8,481,546       373,969

Proposal 3 - Advisory Resolution on Executive Compensation ("Say on Pay")

Shareholders approved, on an advisory basis, the resolution on executive compensation, as disclosed in the proxy statement for the 2023 Annual Meeting of Shareholders, by the following count:





 Votes For    Votes Against   Abstentions   Broker Non-Votes
140,062,545    25,616,561       953,431        29,479,938

Proposal 4 - Frequency of Advisory Resolution on Executive Compensation ("Say on Frequency")

Shareholders approved, on an advisory basis, a one year frequency for the resolution on executive compensation, by the following count:

One Year Two Years Three Years Abstentions Broker Non-Votes 161,801,984 507,299 3,672,352 650,902 29,479,938

Proposal 5 - Shareholder Proposal Regarding Street Name and Non-Street Name Shareholders' Rights to Call a Special Meeting

Shareholders did not approve a shareholder proposal regarding street name and non-street name shareholders' rights to call a special meeting, by the following count:

Votes For Votes Against Abstentions Broker Non-Votes 75,205,214 90,363,576 1,063,747 29,479,938

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