8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2020

KANSAS CITY SOUTHERN

(Exact name of registrant as specified in its charter)

Delaware	1-4717	44-0663509
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	file number)	Identification Number)

427 West 12th Street, Kansas City, Missouri 64105

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(816) 983-1303

Not Applicable

(Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Preferred Stock, Par Value $25 Per Share, 4%, Noncumulative	KSU	New York Stock Exchange
Common Stock, $.01 Per Share Par Value	KSU	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.05  Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On May 20, 2020, the Company amended and restated its Code of Business Conduct and Ethics (the “Code”). The amendments to the Code primarily were made to reflect the comments and guidance set forth in the NYSE Listed Company Manual. The foregoing summary is qualified in its entirety by the full text of the Code, which is available in the “Corporate Governance - Governance Documents” section under the “Investors” tab of the Company’s website at www.kcsouthern.com.

Item 5.07  Submission of Matters to Vote of Security Holders.

On May 21, 2020, the Company held its 2020 Annual Meeting of Stockholders. Due to the public health impact of the coronavirus outbreak (COVID-19), the Annual Meeting was conducted virtually, via live audio webcast. All participants, including both stockholders and admitted guests, were provided an opportunity to submit questions to the Company during this meeting.

The following proposals were submitted to a vote of the stockholders. The proposals are described in the Company's definitive proxy statement for the 2020 Annual Meeting previously filed with the Securities and Exchange Commission on April 9, 2020.

Proposal 1 – Election of ten directors

The following nominees for the Board of Directors of the Company were elected to hold office until the Annual Meeting of Stockholders of the Company in 2021:

Nominee: Lydia I. Beebe
For	Against	Abstain	Broker Non-Vote
78,632,440	455,741	262,395	6,360,860

Nominee: Lu M. Cordova
For	Against	Abstain	Broker Non-Vote
77,283,317	2,013,509	53,750	6,360,860

Nominee: Robert J. Druten
For	Against	Abstain	Broker Non-Vote
74,576,983	4,717,586	56,007	6,360,860

Nominee: Antonio O. Garza, Jr.
For	Against	Abstain	Broker Non-Vote
77,400,633	1,748,590	201,353	6,360,860

Nominee: David Garza-Santos
For	Against	Abstain	Broker Non-Vote
78,161,495	932,018	257,063	6,360,860
Nominee: Janet H. Kennedy
For	Against	Abstain	Broker Non-Vote
79,054,862	96,253	199,461	6,360,860
Nominee: Mitchell J. Krebs
For	Against	Abstain	Broker Non-Vote
78,959,291	133,429	257,856	6,360,860
Nominee: Henry M. Maier
For	Against	Abstain	Broker Non-Vote
77,850,995	1,388,393	111,188	6,360,860

Nominee: Thomas A. McDonnell
For	Against	Abstain	Broker Non-Vote
72,753,628	6,546,507	50,441	6,360,860

Nominee: Patrick J. Ottensmeyer
For	Against	Abstain	Broker Non-Vote
79,129,726	164,700	56,150	6,360,860

Proposal 2 – Ratification of the Audit Committee's selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020.

Company stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020 as set forth below:

For	Against	Abstain
85,528,163	106,325	76,949

Proposal 3 – Advisory (non-binding) vote approving the 2019 compensation of the Company's Named Executive Officers.

Company stockholders cast their votes with respect to the advisory (non-binding) vote approving the 2019 compensation of the Company's Named Executive Officers as set forth below:

For	Against	Abstain	Broker Non-Vote
72,007,343	7,144,005	199,228	6,360,860

Proposal 4 – Stockholder proposal requesting for stockholder action by written consent.

Company stockholders did not approve the proposal as set forth below:

For	Against	Abstain	Broker Non-Vote
18,401,144	60,746,175	203,257	6,360,860

Item 7.01  Regulation FD Disclosure

In a news release dated May 21, 2020, the Company announced the results of its 2020 Annual Meeting of Stockholders. A copy of the news release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	News release dated May 21, 2020, issued by Kansas City Southern entitled “KCS Holds Annual Meeting of Stockholders, Elects Ten Directors and Announces Preferred and Common Dividends.”
104	Cover page information from Kansas City Southern’s Current Report on Form 8-K filed on May 26, 2020, formatted in iXBRL (Inline Extensible Business Reporting Language) and included as Exhibit 101.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Kansas City Southern

Date: May 27, 2020

By:	/s/ Adam J. Godderz
Name:	Adam J. Godderz
Title:	Senior Vice President-Chief Legal Officer & Corporate Secretary

EX-99.1

Exhibit 99.1

KCS: Ashley Thorne, 816-983-1530, athorne@kcsouthern.com

KCS Holds Annual Meeting of Stockholders, Elects Ten Directors and Announces Preferred and Common Dividends

Kansas City, Mo., May 21, 2020. Kansas City Southern (KCS) (NYSE:KSU) held its Annual Meeting of Stockholders on May 21, 2020 virtually via live audio webcast. With 90% of KCS’ outstanding common and preferred stock represented in person or by proxy at the Annual Meeting, the stockholders:

• elected Lydia I. Beebe, Lu M. Córdova, Robert J. Druten, Antonio O. Garza, Jr., David Garza-Santos, Janet H. Kennedy, Mitchell J. Krebs, Henry J. Maier, Thomas A. McDonnell, and Patrick J. Ottensmeyer to serve on the KCS Board of Directors until the Annual Meeting of Stockholders in 2021;

• ratified the Audit Committee’s selection of PricewaterhouseCoopers LLP as KCS’ independent registered public accounting firm for the year ending December 31, 2020;

• approved an advisory vote on the 2019 compensation of the KCS named executive officers; and

• rejected a stockholder proposal to allow stockholder action by written consent.

In addition, at their meeting today, the Board of Directors declared a regular dividend of $0.25 per share on the outstanding KCS 4% Non-Cumulative Preferred stock. This dividend is payable on July 7, 2020, to stockholders of record at the close of business on June 8, 2020.

The Board of Directors also declared a regular dividend of $0.40 per share on the outstanding KCS common stock. This dividend is payable on July 8, 2020, to stockholders of record at the close of business on June 8, 2020.

Headquartered in Kansas City, Mo., KCS is a transportation holding company that has railroad investments in the U.S., Mexico and Panama. Its primary U.S. holding is The Kansas City Southern Railway Company, serving the central and south central U.S. Its international holdings include Kansas City Southern de Mexico, S.A. de C.V., serving northeastern and central Mexico and the port cities of Lázaro Cárdenas, Tampico and Veracruz, and a 50 percent interest in Panama Canal Railway Company, providing ocean-to-ocean freight and passenger service along the Panama Canal. KCS' North American rail holdings and strategic alliances with other North American rail partners are primary components of a unique railway system, linking the commercial and industrial centers of the U.S., Mexico and Canada.

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Document Information [Line Items]
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Entity Central Index Key	0000054480
Document Type	8-K
Document Period End Date	May 20, 2020
Entity Registrant Name	KANSAS CITY SOUTHERN
Entity Incorporation, State or Country Code	DE
Entity File Number	1-4717
Entity Tax Identification Number	44-0663509
Entity Address, Address Line One	427 West 12th Street
Entity Address, City or Town	Kansas City
Entity Address, State or Province	MO
Entity Address, Postal Zip Code	64105
City Area Code	816
Local Phone Number	983-1303
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Pre-commencement Issuer Tender Offer	false
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$25 Par Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Preferred Stock, Par Value $25 Per Share, 4%, Noncumulative
Trading Symbol	KSU
Security Exchange Name	NYSE
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, $.01 Per Share Par Value
Trading Symbol	KSU
Security Exchange Name	NYSE