Form 8-K - Current report

 

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 10, 2024 (May 8, 2024)

 

CSX CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia	001-08022	62-1051971
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

 

500 Water Street, 15th Floor, Jacksonville, FL 32202

(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code:

[phone]

 

__________________________________________________

(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
Common Stock, $1 Par Value		CSX		NASDAQ Global Select Market

 

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 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

CSX Corporation (“CSX”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on Wednesday, May 8, 2024. Among other matters, the shareholders elected Anne Chow to the Board of Directors (the “Board”) of CSX, effective as of May 8, 2024. The Board has appointed Ms. Chow to the Compensation and Talent Management Committee and the Finance Committee.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

The final voting results for each matter submitted to a shareholder vote at the Annual Meeting are set forth below.

 

Item 1:

The following twelve persons were elected to the CSX Board of Directors:

 

	For	Against	Abstain	Broker Non-Votes
Donna M. Alvarado	1,405,145,992	74,491,713	4,908,227	235,061,818
Thomas P. Bostick	1,452,667,670	26,959,736	4,918,526	235,061,818
Anne H. Chow	1,469,329,076	10,659,409	4,557,447	235,061,818
Steven T. Halverson	1,375,661,665	103,882,878	5,001,389	235,061,818
Paul C. Hilal	1,448,519,106	30,659,098	5,367,728	235,061,818
Joseph R. Hinrichs	1,469,463,816	10,533,130	4,548,986	235,061,818
David M. Moffett	1,455,529,608	24,536,617	4,479,707	235,061,818
Linda H. Riefler	1,428,498,247	51,642,685	4,405,000	235,061,818
Suzanne M. Vautrinot	1,447,345,039	32,816,181	4,384,712	235,061,818
James L. Wainscott	1,455,414,481	24,126,460	5,004,991	235,061,818
J. Steven Whisler	1,423,019,067	56,945,537	4,581,328	235,061,818
John J. Zillmer	1,116,385,923	356,959,387	11,200,622	235,061,818

 

Item 2:

Shareholders ratified the appointment of Ernst & Young LLP as CSX’s independent registered public accounting firm for 2024, by the votes set forth in the table below:

 

	For	Against	Abstain
	1,610,620,944	105,050,497	3,936,309

 

Item 3:

Shareholders approved, on an advisory (non-binding) basis, the compensation of CSX’s named executive officers, by the votes set forth in the table below:

 

	For	Against	Abstain	Broker Non-Votes
	1,226,635,057	248,521,893	9,388,982	235,061,818

 

Item 4:

Shareholders did not approve a shareholder proposal requesting a railroad safety committee, which received the votes set forth in the table below:

 

	For	Against	Abstain	Broker Non-Votes
	112,603,722	1,361,544,175	10,398,035	235,061,818

 

No other matters were submitted for shareholder action.

 

 

 

SIGNATURES

 

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.

 

CSX CORPORATION
By:	/s/ Nathan D. Goldman
Name:	Nathan D. Goldman
Title:	Executive Vice President – Chief Legal Officer & Corporate Secretary

 

DATE: May 10, 2024

 

 

 

Cover	May 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 08, 2024
Entity File Number	001-08022
Entity Registrant Name	CSX CORPORATION
Entity Central Index Key	0000277948
Entity Tax Identification Number	62-1051971
Entity Incorporation, State or Country Code	VA
Entity Address, Address Line One	500 Water Street
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32202
City Area Code	904
Local Phone Number	359-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1 Par Value
Trading Symbol	CSX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

---