Washington, D.C. 20549




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  ☐

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  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)

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

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  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.

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Go to or scan the QR code – login details are located in the shaded bar below.


  LOGO    Votes submitted electronically must be received by 1:00 am, (Eastern Time), on May 17, 2019.



Important Notice Regarding the Availability of Proxy Materials for the

Kansas City Southern Stockholder Meeting to be Held on May 17, 2019

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:




LOGO    Easy Online Access – View your proxy materials and vote.
   Step 1:     Go to
   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 selections as instructed on each screen for your delivery preferences.
   Step 5:     Vote your shares.

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 the proxy materials, you must request one. There is no charge to you for requesting a copy. Please make your request as instructed on the reverse side on or before May 7, 2019 to facilitate timely delivery.






Kansas City Southern’s Annual Meeting of Stockholders will be held on May 17, 2019 at Kansas City Southern, TEaM Center, 4601 Hilry Huckaby III Ave., Gate 1, Building B-99, Shreveport, LA 71107, at 9:00 a.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 the nominees listed and FOR Proposals 2-4:

           1.    Election of Nine Directors:
     01 - Lydia I. Beebe
     02 - Lu M. Córdova
     03 - Robert J. Druten
     04 - Antonio O. Garza, Jr.
     05 - David Garza-Santos
     06 - Mitchell J. Krebs
     07 - Henry J. Maier
     08 - Thomas A. McDonnell
     09 - Patrick J. Ottensmeyer
  2.    Ratification of the Audit Committee’s selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2019.
  3.    An advisory vote to approve the 2018 compensation of our named executive officers.
  4.    A Company proposal to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the threshold stock ownership requirement for stockholders to call a special meeting.

PLEASE NOTE – YOU CANNOT VOTE BY RETURNING THIS NOTICE. To vote your shares you must go online or request a paper copy of the proxy materials to receive a proxy card. 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 delivery preferences:


Current and future delivery requests can be submitted using the options below.



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



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






Internet – Go to Click Cast Your Vote or Request Materials.






Phone – Call us free of charge at 1-866-641-4276.






Email – Send an email to with “Proxy Materials Kansas City Southern” in the subject line. Include your full name and address, plus the number located in the shaded bar on the reverse side, and state that you want a paper copy of the meeting materials.



To facilitate timely delivery, all requests for a paper copy of proxy materials must be received by May 7, 2019.