DEFA14A 1 d515416ddefa14a.htm DEFA14A DEFA14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material Pursuant to §240.14a-12

Kansas City Southern

(Name of Registrant as Specified In Its Charter)

Not Applicable

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which the transaction applies:

 

     

  (2)  

Aggregate number of securities to which the transaction applies:

 

     

  (3)  

Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

     

  (4)  

Proposed maximum aggregate value of the transaction:

 

     

  (5)  

Total fee paid:

 

     

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 


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Vote by Internet

 

•  Go to www.envisionreports.com/KSU

 

•  Or scan the QR code with your smartphone

 

•  Follow the steps outlined on the secure website

 

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Important Notice Regarding the Availability of Proxy Materials for the

Kansas City Southern Annual Meeting to be Held on May 17, 2018

Under Securities and Exchange Commission rules, you are receiving this notice that the proxy materials for the annual stockholders’ meeting are available on the Internet. Follow the instructions below to view the materials and vote online or request a copy. The items to be voted on and location of the annual meeting are on the reverse side. Your vote is important!

This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. The proxy statement and annual report to stockholders are available at:

 

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LOGO    Easy Online Access — A Convenient Way to View Proxy Materials and Vote
   When you go online to view materials, you can also vote your shares.
   Step 1: Go to www.envisionreports.com/KSU to view the materials.
   Step 2: Click on Cast Your Vote or Request Materials.
   Step 3: Follow the instructions on the screen to log in.
   Step 4: Make your selection as instructed on each screen to select delivery preferences and vote.

When you go online, you can also help the environment by consenting to receive electronic delivery of future materials.

 

 

 

LOGO    Obtaining a Copy of the Proxy Materials – If you want to receive a copy of these documents, you must request one. There is no charge to you for requesting a copy. Please make your request for a copy as instructed on the reverse side on or before May 3, 2018 to facilitate timely delivery.

 

 

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Kansas City Southern’s Annual Meeting of Stockholders will be held on May 17, 2018 at Kansas City Southern, Grand Hall, 427 West 12th Street, Kansas City, MO 64105, at 3:00 p.m. Central Time.

Proposals to be voted on at the meeting are listed below along with the Board of Directors’ recommendations.

The Board of Directors recommends a vote FOR all nominees, FOR Proposals 2 and 3:

 

  1. Election of Twelve Directors:   01) - Lydia I. Beebe   02) - Lu M. Córdova   03) - Robert J. Druten   04) - Terrence P. Dunn
    05) - Antonio O. Garza, Jr.   06) - David Garza-Santos   07) - Janet H. Kennedy   08) - Mitchell J. Krebs
    09) - Henry J. Maier   10) - Thomas A. McDonnell   11) - Patrick J. Ottensmeyer   12) - Rodney E. Slater
  2. Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2018.
  3. An advisory vote to approve the 2017 compensation of our named executive officers.

The Board of Directors recommends a vote AGAINST the following proposals:

4. Stockholder proposal to allow stockholder action by written consent.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must vote online or request a paper copy of the proxy materials to receive a proxy card and vote via the mail or telephone. If you wish to attend and vote at the meeting, please bring this notice with you.

 

 

 

 

LOGO      Here’s how to order a copy of the proxy materials and select a future delivery preference:
 

 

Paper copies: Current and future paper delivery requests can be submitted via the telephone, Internet or email options below.

 

 

Email copies: Current and future email delivery requests must be submitted via the Internet following the instructions below.

 

 

If you request an email copy of current materials you will receive an email with a link to the materials.

 

 

PLEASE NOTE: You must use the number in the shaded bar on the reverse side when requesting a set of proxy materials.

 

 

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Internet – Go to www.envisionreports.com/KSU. Click Cast Your Vote or Request Materials. Follow the instructions to log in and order a copy of the current meeting materials and submit your preference for email or paper delivery of future meeting materials.

 

 

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Telephone – Call us free of charge at 1-866-641-4276 and follow the instructions to log in and order a paper copy of the materials by mail for the current meeting. You can also submit a preference to receive a paper copy for future meetings.

 

 

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Email – Send email to investorvote@computershare.com with “Proxy Materials Kansas City Southern” in the subject line. Include in the message your full name and address, plus the number located in the shaded bar on the reverse, and state in the email that you want a paper copy of current meeting materials. You can also state your preference to receive a paper copy for future meetings.

     To facilitate timely delivery, all requests for a paper copy of the proxy materials must be received by May 3, 2018.

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