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): January 27, 2025

 

CSX CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia		1-08022		62-1051971
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

500 Water Street, 15th Floor, Jacksonville, Florida		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 registeredregistered
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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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.

 

On January 27, 2025, the Board of Directors (the “Board”) of CSX Corporation (the “Company”) appointed Ann Begeman to serve as a member of the Board, effective immediately. Ms. Begeman, 60, served as a member of the Surface Transportation Board (the “STB”) from 2011 through 2021, including in leadership roles as the STB’s Chairman and Acting Chairman, from 2017 to 2021, and as Vice Chairman. Prior to her tenure at the STB, she served in various positions in the U.S. Senate from 1992 to 2011, including as Republican Staff Director for the U.S. Senate Committee on Commerce, Science, and Transportation, as the U.S. Senate Commerce Committee’s Deputy Staff Director and Transportation Policy Advisor, and as Legislative Director and Acting Chief of Staff for Senator John McCain. Since 2022, Ms. Begeman has provided consulting services on railroad regulatory and government affairs matters after her more than three decades of public service in the legislative and executive branches of government. Her appointment increases the size of the Board from twelve directors to thirteen.

 

Ms. Begeman previously advised the Company on regulatory and government affairs matters, for which she received payments of $275,000 for services rendered in fiscal year 2024.

 

As a result, the Board determined that Ms. Begeman does not qualify as independent under the director independence standards set forth in the applicable NASDAQ listing standards. The Board has appointed Ms. Begeman to the Finance Committee.

 

As a non-employee director, Ms. Begeman will receive compensation consistent with that provided to all non-employee directors, as described in the Company’s Proxy Statement dated March 25, 2024.

 

Item 7.01.

Regulation FD Disclosure.

 

On January 27, 2025, the Company issued a press release announcing Ms. Begeman’s appointment as a member of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)	The following exhibits are being furnished herewith:
			99.1 Press Release, dated January 27, 2025
			104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

 

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 thereunto duly authorized.

 

		CSX CORPORATION
		By:	/s/ Michael S. Burns
			Name:	Michael S. Burns
			Title:	Senior Vice President – Chief Legal Officer and Corporate Secretary
DATE:	January 27, 2025

 

 

Exhibit 99.1

  

 

 

Ann Begeman Appointed to CSX Board of Directors

 

JACKSONVILLE, Fla. – January 27, 2025 – CSX Corporation (NASDAQ: CSX) today announced that Ann Begeman has been appointed to the company’s board of directors.

“Ann brings a wealth of industry expertise and knowledge to our team where she will play a vital role in our commitment to deliver service excellence and business growth,” said Joe Hinrichs, president and chief executive officer of CSX. “We are delighted to have her join our Board as CSX continues to transform and strengthen our company while generating profitable growth through a better customer experience.”

 

Begeman’s career has spanned more than three decades in public service, primarily in the legislative and executive branches of government where she focused on transportation policy. She played a critical role in contributing to the development of significant legislation, including the ICC Termination Act, which dissolved the Interstate Commerce Commission and established the Surface Transportation Board (STB).

 

From 2011 through 2021, Begeman served as a two-term presidential appointee as a member of the STB. During her tenure, she improved the STB’s accountability, transparency, and efficiency while holding leadership positions as the Chairman and Acting Chairman from 2017 to 2021, as well as Vice Chairman. Since 2022, Begeman has been leveraging her expertise as a consultant on railroad regulatory and government affairs matters.

 

In recognition of her work at the STB, she was named a 2020 Railway Age Women in Rail award recipient.

 

Begeman began her career in public service by spending nearly two decades working in various capacities within the U.S. Senate, including as Republican Staff Director for the U.S. Senate Committee on Commerce, Science, and Transportation. Additionally, she held positions as Deputy Staff Director and Transportation Policy Advisor for the U.S. Senate Commerce Committee, as well as Legislative Director and Acting Chief of Staff for Senator John McCain.

 

About CSX

CSX, based in Jacksonville, Florida, is a premier transportation company. It provides rail, intermodal and rail-to-truck transload services and solutions to customers across a broad array of markets, including energy, industrial, construction, agricultural and consumer products. For nearly 200 years, CSX has played a critical role in the nation’s economic expansion and industrial development. Its network connects every major metropolitan area in the eastern United States, where nearly two-thirds of the nation’s population resides. It also links more than 240 short-line railroads and more than 70 ocean, river and lake ports with major population centers and farming towns alike. More information about CSX Corporation and its subsidiaries is available at www.csx.com. Like us on Facebook (http://facebook.com/OfficialCSX) and follow us on X, formerly known as Twitter (http://twitter.com/CSX).

 

 

Contact: 

 

Matthew Korn, CFA, Investor Relations

904-366-4515

 

Bryan Tucker, Corporate Communications 

855-955-6397 

 

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Cover	Jan. 27, 2025
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 27, 2025
Entity File Number	1-08022
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

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