Shareholders at both Norfolk Southern Corp. and Union Pacific Corp. earlier today overwhelmingly approved key measures advancing the railroads’ proposed merger, an $85-billion deal the companies say would create the nation’s first coast-to-coast transcontinental rail network.
At Norfolk Southern’s Nov. 14 Special Meeting of Shareholders, nearly 99 percent of votes cast supported the previously announced transaction with Union Pacific.
“The approval of our shareholders marks a key milestone in our journey to create America’s first coast-to-coast transcontinental railroad, combining complementary networks and capabilities to unlock a multiplier effect for benefits to all stakeholders,” said Mark George, president and CEO of Norfolk Southern, adding that the proposed merger would preserve union jobs and improve safety while delivering faster, more reliable transit times.
“Together with UP, we will make rail more competitive with highways, offering customers new, more attractive shipping alternatives, unleashing the industrial strength of American manufacturing and creating new sources of economic growth across the country,” he added.
Under the agreement, Norfolk Southern shareholders will receive one Union Pacific common share plus $88.82 in cash for each Norfolk Southern share. The companies expect the deal to close by early 2027, pending Surface Transportation Board (STB) review and other customary conditions.
Union Pacific reported similarly strong support, with 99.5 percent of votes cast in favor of issuing new Union Pacific shares needed to complete the merger. The vote represented nearly 80 percent of all outstanding shares, according to the railroad.
“We appreciate our shareholders’ support in reaching this important milestone on our path to building America’s first coast-to-coast railroad,” said Union Pacific CEO Jim Vena. “Our shareholders see the value and understand this merger will unlock new opportunities to enhance service, growth, and innovation.”
Vena noted that the company looks forward to filing its application with the STB and detailing how the transaction will provide seamless, single-line service across the country “to improve transit times, safely increase reliability, and strengthen the competitiveness of U.S. rail.”
The proposed merger, announced in July, would join Union Pacific’s vast rail network in the West with Norfolk Southern’s rails located across the Eastern United States. The combined railroad would include more than 50,000 miles of track in 43 states with connections to major ports on both coasts.
Union Pacific said that the preliminary vote count from today’s special meeting of shareholders represented nearly 80 percent of all outstanding shares.
The final voting will be reported in a Form 8-K filed by Union Pacific with the U.S. Securities and Exchange Commission, after certification by Union Pacific’s independent inspector of elections, said the railroad.