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 6, 2015

 

 

CSX CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Virginia

(State or other jurisdiction of

incorporation or organization)

 

1-08022		62-1051971
(Commission File No.)		(I.R.S. Employer Identification No.)

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

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(904) 359-3200

 

 

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(e) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting of Shareholders of CSX Corporation (“CSX”) held on May 6, 2015, CSX’s shareholders re-approved the performance measures under the 2010 CSX Stock and Incentive Award Plan (the “SIAP”). The SIAP provides incentive compensation opportunities to CSX’s executive officers and other participating employees, as well as a source of shares of CSX stock that may be used to compensate individuals serving on the CSX Board of Directors. The performance criteria set forth in the SIAP are intended to align the interests of participating employees with the interests of shareholders. The re-approval of the performance measures under the SIAP preserves the ability of the Compensation Committee of the Board of Directors of CSX to grant incentive awards to participating employees that may be deductible in accordance with Section 162(m) of the Internal Revenue Code.

The principal features of the SIAP are described in detail under “Item 4 – Proposal to Re-Approve the Performance Measures Under the 2010 CSX Stock and Incentive Award Plan for Purposes of Section 162(m) of the Internal Revenue Code” of CSX’s Definitive Proxy Statement on Schedule 14A for the 2015 Annual Meeting of Shareholders filed by CSX with the Securities and Exchange Commission on March 26, 2015 (the “Proxy Statement”). The description of the principal features of the SIAP included in the Proxy Statement is incorporated herein by reference.

The foregoing description of the principal features of the SIAP is qualified in its entirety by reference to the full text of the SIAP, which is filed as Exhibit 10.1 and incorporated herein by reference.

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Item 5.07 Submission of Matters to a Vote of Security Holders.

CSX’s Annual Meeting of Shareholders was held on Wednesday, May 6, 2015. The final voting results for each matter submitted to a shareholder vote at the Annual Meeting are set forth below.

 

Item 1:

The following thirteen persons were elected to the Board of Directors:

 

		For				Against				Abstain				Broker Non-Votes				Total
Donna M. Alvarado			678,860,238				5,772,423				2,933,026				149,164,433				836,730,120
John B. Breaux			676,779,612				7,432,761				3,353,314				149,164,433				836,730,120
Pamela L. Carter			678,812,774				5,799,547				2,953,366				149,164,433				836,730,120
Steven T. Halverson			679,436,197				5,153,874				2,975,616				149,164,433				836,730,120
Edward J. Kelly, III			667,736,012				15,691,077				4,138,598				149,164,433				836,730,120
John D. McPherson			678,207,471				6,313,970				3,044,246				149,164,433				836,730,120
David M. Moffett			675,570,226				9,242,911				2,752,550				149,164,433				836,730,120
Oscar Munoz			674,305,744				10,756,732				2,503,211				149,164,433				836,730,120
Timothy T. O’Toole			678,185,281				5,950,735				3,429,671				149,164,433				836,730,120
David M. Ratcliffe			675,609,482				9,102,307				2,853,898				149,164,433				836,730,120
Donald J. Shepard			672,654,646				11,631,103				3,279,938				149,164,433				836,730,120
Michael J. Ward			659,800,127				21,164,202				6,601,358				149,164,433				836,730,120
J. Steven Whisler			679,650,905				4,807,379				3,107,403				149,164,433				836,730,120

 

Item 2:

Shareholders ratified the appointment of Ernst & Young LLP as CSX’s independent registered public accounting firm for 2015, by the votes set forth in the table below:

 

For		Against		Abstain		Total
823,319,676		10,208,263		3,202,181		836,730,120

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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		Total
658,109,717		23,584,879		5,871,091		149,164,433		836,730,120

 

Item 4:

Shareholders re-approved the performance measures under the 2010 CSX Stock and Incentive Award Plan, by the votes set forth in the table below:

 

For		Against		Abstain		Broker Non-Votes		Total
656,168,724		26,338,104		5,058,859		149,164,433		836,730,120

No other matters were submitted for shareholder action.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed as a part of this Report.

 

Exhibit No.		Description
10.1		2010 CSX Stock and Incentive Award Plan (incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement on Schedule 14A filed March 26, 2015)
99.1		“Item 4 – Proposal to Re-Approve the Performance Measures Under the 2010 CSX Stock and Incentive Award Plan for Purposes of Section 162(m) of the Internal Revenue Code” (incorporated by reference to the registrant’s Definitive Proxy Statement on Schedule 14A filed March 26, 2015)

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Signature

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

 

Date: May 12, 2015

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Exhibit Index

 

Exhibit No.		Description
10.1		2010 CSX Stock and Incentive Award Plan (incorporated by reference to Appendix A to the registrant’s Definitive Proxy Statement on Schedule 14A filed March 26, 2015)
99.1		“Item 4 – Proposal to Re-Approve the Performance Measures Under the 2010 CSX Stock and Incentive Award Plan for Purposes of Section 162(m) of the Internal Revenue Code” (incorporated by reference to the registrant’s Definitive Proxy Statement on Schedule 14A filed March 26, 2015)