SecProbe.io

CORRESP
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filename1.htm

March 13, 2024

VIA EDGAR

David Plattner, Esq.

Special Counsel

Office of Mergers and Acquisitions

United States Securities and Exchange
Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

 Re: Norfolk Southern Corporation

DFAN14A filed February 20, 2024

Filed by Ancora Advisors, LLC et
al.

File No. 001-08339

Dear Mr. Plattner:

This letter is being submitted
on behalf of Ancora Advisors, LLC and its affiliates (the “Filing Persons”) and the other persons named as participants
(collectively, the “Participants”) in the above referenced materials filed pursuant to Rule 14a-12 on February 20,
2024 (such filing, the “Filing”). This letter responds to the comments of the staff (the “Staff”)
of the United States Securities and Exchange Commission (the “SEC”) contained in the letter dated March 1, 2024 (the
 “Comment Letter”) with respect to the Filing.

The responses set forth in
this letter are numbered to correspond to the numbered comments in the Comment Letter. For ease of reference, we have also included in
each case the text of the applicable comment from the Comment Letter in italicized form below. Terms that are not otherwise defined have
the meanings ascribed to them in the Filing.

General

 1. We note the statement that the participants own "a large equity stake" in the company. We
also note that the participants appear to own less than 0.5% of the company's outstanding shares. In future soliciting materials, please
clarify the percentage of shares the participants own when referring to their stake in the company.

The Filing Persons appreciate the Staff’s
comment and the opportunity to respond. The Participants beneficially own in the aggregate approximately 0.41% of the outstanding Common
Stock of Norfolk Southern. The Filing Persons disclosed this percentage on page A-5 of the preliminary proxy statement filed with the
SEC on March 4, 2024 (the “Preliminary Proxy”).

March 13, 2024

The Filing Persons also respectfully note that
the Common Stock beneficially owned by each of the Participants is prominently disclosed in the legend included in the Filing, as required
by Rule 14a-12.

The Filing Parties believe their disclosure of
beneficial ownership in the Filing satisfies the requirements of Rule 14a-12(a)(1)(i). An investor is able to discern that the aggregate
holdings of the Participants were valued at more than $200 million, which we believe to be a sizeable equity stake, as of the close of
trading on the date of the Filing.

The Filing Persons intend to include the percentage
of Common Stock that the Participants beneficially own and to update the aggregate holdings of Common Stock of the Participants as may
be required by applicable law.

 2. Please include Mr. Boychuk as a participant in your soliciting materials, or provide us with your analysis
as to why he should not be considered a participant.

The Filing Persons appreciate the Staff’s
comment and the opportunity to respond. The Filing Persons do not believe Mr. Boychuk should be considered a “participant”
in the solicitation.

To the knowledge of the Filing Persons, Mr. Boychuk
does not fall under any category of “participant” identified in Instruction 3 to Item 4 and Item 5 of Schedule 14A. First,
he is not a nominee for election to Norfolk Southern’s Board. Second, he is not a member of a committee or group which solicits
proxies. Mr. Boychuk has no investment in or voting control over any securities beneficially owned by the Filing Persons. Third, he is
not alone or with others organizing, directing or arranging the financing of any such committee or group. Fourth, he is not involved in
any way in financing of the solicitation of proxies. Lastly, Mr. Boychuk has not, and is not, soliciting proxies, as further disclosed
below.

Furthermore, even if Mr. Boychuk were to fall
under one of the foregoing categories of “participant,” Schedule 14A affords an exception applicable to Mr. Boychuk. Mr. Boychuk’s
role in this solicitation is that of an ordinary course advisor to the Filing Persons, particularly in matters related to day-to-day railroad
operations, safety matters and management culture. His role as a resource for the Filing Persons on specific subject matters is analogous
to, and limited to, those advisory roles and functions described in Instruction 3(b)(iii) to Item 4 and Item 5 of Schedule 14A.

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March 13, 2024

Relatedly, the Filing Persons note that certain
parties have publicly commented on Norfolk Southern’s management and the Filing Persons’ plans with respect to the Company
without being considered participants in the solicitation. These outside parties include but are not limited to the Brotherhood of Railroad
Signalmen (“BRS”), the AFL-CIO, the Brotherhood of Locomotive Engineers and Trainmen,1
the Federal Railroad Administration2 and the Surface Transportation
Board (“STB”), among others. For example, on February 22, 2024, the BRS publicly stated its “grave concern over
the activist investor group Ancora's intentions to significantly alter the operational and leadership structure at Norfolk Southern.”3
On February 23, 2024, STB Chairman Martin Oberman said it the Filing Persons’ success in the solicitation would be a “a huge
detriment” to the entire rail industry, citing to his assessment of the anticipated operational changes that would result.4
On March 8, 2024, the AFL-CIO Transportation Trades Department President published a letter to Norfolk Southern shareholders that urged
shareholders not to support the Filing Persons’ proposed management team because of how he expected it might operate the Company.5

The Filing Persons have relied on numerous advisors
to correct the public record, and Mr. Boychuk’s experience and expertise relating to technical, managerial or operational matters
has been one part of this advisory effort. As a part of Mr. Boychuk’s advisory role, he may from time to time be cited in media
reports or make certain statements on railroad operations, which is his area of professional expertise, or his proposals for railroad
management. Any public statements by Mr. Boychuk are directed at the non-stockholder constituencies making the comments like those described
above. Organized labor, government agencies, regulatory bodies and other stakeholders are the targets of these factual narratives, not
Norfolk Southern’s investors. Such stakeholders will have a critical impact on Norfolk Southern regardless of the outcome of the
solicitation. When the other outside parties discussed above offer their own speculations as to how the proposed management team might
operate Norfolk Southern, it is advisable to contribute the actual views of an experienced railroader and potential Norfolk Southern executive
to that conversation playing out in public.

Neither Mr. Boychuk’s work in connection
with the factual correction of the public record nor his advisory services to the Filing Parties fit the definition of “solicit”
or “solicitation” as set forth in Rule 14a-1(l)(1). Mr. Boychuk is not requesting a proxy from any holder of Common
Stock or furnishing materials to shareholders that would reasonably be expected to result in the procurement, withholding or revocation
of a proxy, the definition in Rule 14a-1(l)(1). The SEC has provided Compliance and Disclosure Interpretation with respect to Rule 14a-1(l)(1).6
Question 101.02 inquires about whether public statements could be considered a solicitation, with the Staff answering that
public communications could, in the context of a target publicizing the merits of a proposed business combination and its benefits for
stockholders, be considered to constitute a solicitation. Mr. Boychuk’s communications are distinguishable. His comments are directed
at non-investor stakeholders who do not hold Common Stock. Further, the content does not comment on share price and does not address
the overall merits of the matter on which stockholders will vote: the election of directors and the other matters subject to a vote at
the annual meeting. Mr. Boychuk’s public communications discuss only matters relating to railroad operations and safety in general
and at the Company.

1
See American Journal of Transportation, “Locomotive Engineers’ Union says proposed changes for Norfolk Southern by
the Ancora Holdings are reckless,” Feb. 27, 2024, https://www.ajot.com/news/locomotive-engineers-union-says-proposed-changes-for-norfolk-southern-by-the-ancora-holdings-are-reckless

2
See Letter from Amit Bose, Administrator, Federal Railroad Administration, to Norfolk Southern CEO Alan Shaw, Feb. 21, 2024, https://www.stb.gov/wp-content/uploads/FRA-Administrator-Bose-Letter-to-Mr.-Alan-Shaw-2.21.24.pdf

3
Letter from Brotherhood of Rail Signalmen, “Press Release: Standing Against Short-Sighted Changes at Norfolk Southern,” Feb.
22, 2024, https://www.brs.org/?zone=/unionactive/view_article.cfm&HomeID=917320

4
See Julie Sneider, “STB Chair Oberman: NS takeover could be a 'huge detriment' to the rail industry,” Feb. 2024, https://www.progressiverailroading.com/federal_legislation_regulation/article/STB-Chair-Oberman-NS-takeover-could-be-a-huge-detriment-to-the-rail-industry--71323

5
Letter from Greg Regan, President, Transportation Trades Department, AFL-CIO to Norfolk Southern Shareholders, “Rail Labor Opposes
Ancora’s Proposed Ouster of Norfolk Southern’s CEO,” Mar. 8, 2025, https://ttd.org/policy/letters-to-industry/rail-labor-opposes-ancoras-proposed-ouster-of-norfolk-southern-ceo/

6
Proxy Rules and Schedules 14A/14C, Compliance and Disclosure Interpretation Question 101.02, Mar. 22, 2022 (last updated Nov. 17, 2023),
https://www.sec.gov/corpfin/proxy-rules-schedules-14a-14c-cdi.htm

     -3-

March 13, 2024

The aforementioned outside parties have not been
considered participants in this solicitation, and their public conjectures regarding Norfolk Southern’s future operations have not
been deemed soliciting materials. If such outside parties have not been deemed to be participants in this solicitation, the Filing Persons
maintain that it would be inconsistent to consider Mr. Boychuk’s advisory contributions and expert public statements to cause him
to be characterized as a participant in this solicitation.

Consequently, the Filing Persons do not consider
Mr. Boychuk to be a participant in this solicitation.

 3. Each statement or assertion of opinion or belief must be clearly characterized as such, and a reasonable
factual basis must exist for each such opinion or belief. We note a large number of apparent opinions or statements of beliefs throughout
your presentation that are not characterized as such. Please revise accordingly.

The Filing Persons appreciate the Staff’s
comment and the opportunity to respond. The Filing Persons respectfully maintain that the context provided for the statements set forth
in the Filing clearly allows the investors to discern between those statements that are the perspectives of the Filing Persons and those
that are supporting factual information.

On their face, the press release and the presentation
(the “Presentation”) disclosed in the Filing make clear that the materials are advocating for the Participants’
views. For example, the Presentation is titled “The Case for Leadership, Safety and Strategy Changes at Norfolk Southern,”
advising investors that the Presentation is persuasive material. The Filing as a whole, and the Presentation in particular, with no doubt
identifies factual statements throughout using citations to source materials. Footnotes identify factual statements and their sources,
and these facts in turn support and are distinguishable from the Participants’ commentary in a clear and customary manner. For example,
slide 37 displays a graphic based on, and including a citation to, the Company filings that shows more Norfolk Southern rail cars on its
network than those of another Class I railroad. This cited fact supports the conclusion of the Participants that there are too many cars
on the Norfolk Southern network. This customary approach of pairing cited facts with Participant conclusions is taken throughout the Presentation.

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March 13, 2024

Moreover, the Preliminary Proxy further discloses
the opinions of the Participants, reiterating and providing further detail for investors with respect to some of the statements in the
Filing. In particular, the statements in the section titled “Reasons for the Solicitation” are easily discernable as the views
of the Filing Persons.

The Filing Persons acknowledge the Staff’s
comment and advise the Staff that the Filing Persons intend to identify in future soliciting materials statements or assertions of opinion
as compared to those of fact.

Exhibit 1, page 8

 4. Refer to the last bullet point in the middle column of this slide. Please provide us the basis for
your prediction of how the company will benchmark its performance.

The Filing Persons appreciate the Staff’s
comment and the opportunity to respond. As the Company disclosed in its February 26, 2024 preliminary proxy statement, and as the Filing
Persons further disclosed in their Preliminary Proxy, the Filing Persons have had numerous interactions with the Board and management
since November 2023. Based on these discussions, the Filing Persons understand that the Company intends to emphasize the second half 2024
operating results contrasted against its corresponding 2023 results. While year-to-year comparisons are fairly customary, the Filing Persons
statement was intended to reflect the fact that the Board and management had placed additional emphasis on this particular year-to-year
comparison. The Filing Persons had a reasonable basis to make such statement based both upon their interaction with the Board during these
meetings as well as the anticipated favorable comparison with the poor financial results of the Company in 2023 reflected in the Company’s
financial statements, including significant recognized expenses incurred in respect of the East Palestine derailment.

Exhibit 1,
page 18

 5. You state that you have modeled a base case for the company's share price such that over the next several
years that price would rise from $252 per share to $420 per share. The inclusion of valuations in proxy materials is only appropriate
and consonant with Rule 14a-9 when made in good faith and on a reasonable basis. Valuation information must therefore be accompanied by
disclosure which facilitates securityholders’ understanding of the basis for and limitations of the valuation information. If you
choose to include the $420 figure, or any of its components, in soliciting materials, you must include supporting disclosure of the kind
described in Exchange Act Release No. 16833 (May 23, 1980). We do not believe the information included in your solicitation materials
provides sufficient support.

The Filing Persons appreciate the Staff’s
comment and the opportunity to respond. The Filing Persons respectfully note that the Filing itself contains the reasonable basis on which
the $420 per share figure was based. Specifically, the Filing attributes a specific share price adjustment to each of five factors identified
in the movement from $252 to $420. First, an incremental increase could be achieved through productivity improvement. Second, the volume
improvement could arise from both the cyclical upswing of the industry as a whole and reversal of loss of market share. Third, there is
a pricing opportunity to recapture wage inflation. Fourth, the benefit from a return of capital could generate an incremental increase.
Fifth, there are share price improvements that the Filing Persons believe could occur from the restored confidence of the investment community
in the Company. The Filing Persons believe the foregoing description provides a reasonable basis for the overall calculation.

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March 13, 2024

Moreover, the Filing Persons respectfully note