8-K

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): December 19, 2019

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)	(I.R.S. 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: (904) 359-3200

(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.

On December 19, 2019, the Board of Directors (the “Board”) of CSX Corporation (“CSX”) appointed Suzanne M. Vautrinot to serve as a member of the Board. Ms. Vautrinot, 59, is the Founder and President of Kilovolt Consulting, Inc., a cyber security strategy and technology consulting firm.

The Board determined that Ms. Vautrinot qualifies as independent under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (“SEC”) and the applicable NASDAQ listing standards. Ms. Vautrinot was appointed to serve on the Audit Committee and the Governance Committee of the Board. She will receive compensation consistent with that provided to all non-employee directors, as described in the Company’s Proxy Statement dated March 22, 2019. Her appointment increases the size of the Board from ten directors to eleven.

A copy of the press release announcing Ms. Vautrinot’s appointment as a member of the Board is attached to this Current Report as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed as a part of this Report.

Exhibit     No.		Description
	99.1	Press Release
	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 hereunto duly authorized.

CSX CORPORATION
By:	/s/ Nathan D. Goldman
Name:	Nathan D. Goldman
Title:	Executive Vice President - Chief Legal Officer

DATE: December 19, 2019

EX-99.1

Exhibit 99.1

Suzanne M. Vautrinot Elected to CSX Corp. Board of Directors

JACKSONVILLE, Fla. – December 19, 2019 - CSX Corp. (NASDAQ: CSX) today announced that retired Maj. Gen. Suzanne M. Vautrinot has been appointed to the company’s board of directors, effective immediately.

“Suzanne brings extraordinary cybersecurity expertise and leadership skills to the CSX board,” said John J. Zillmer, chairman of the board. “We are honored that she has agreed to serve as a director and to help guide the company as it continues its quest to be the best run railroad in North America.”

Ms. Vautrinot is the president of Kilovolt Consulting, Inc., a cybersecurity strategy and technology consulting firm.

Ms. Vautrinot retired from the United States Air Force in October 2013, as major general. During her distinguished 31-year career, she served in various assignments, including cyber operations, plans and policy, strategic security and space operations. From 2011 - 2013, she was Commander, 24th Air Force and Commander, Air Forces Cyber where she oversaw a multibillion dollar global cyber enterprise with 14,000 military personnel, civilians and contractors. Ms. Vautrinot also served as Director of Plans and Policy, U. S. Cyber Command and Deputy Commander, Network Warfare, U.S. Strategic Command, as well as Commander, Air Force Recruiting Service.

Ms. Vautrinot currently serves on the board of directors of Wells Fargo & Co., Ecolab, Inc. and Parsons Corporation. She earned her Bachelor of Science from the U.S. Air Force Academy, a Master of Science from the University of Southern California and was a National Security Fellow at the John F. Kennedy School of Government at Harvard University.

Ms. Vautrinot will serve on the company’s Audit Committee and Governance Committee.

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 230 short-line railroads and more than 70 ocean, river and lake ports with major population centers and farming towns alike. More information about CSX Corp. and its subsidiaries is available at www.csx.com. Like us on Facebook (http://facebook.com/OfficialCSX) and follow us on Twitter (http://twitter.com/CSX).

Contact:

Bill Slater, Investor Relations

904-359-1334

Bryan Tucker, Corporate Communications

855-955-6397

XML

Document and Entity Information	Dec. 19, 2019
Cover [Abstract]
Entity Registrant Name	CSX CORP
Amendment Flag	false
Entity Central Index Key	0000277948
Document Type	8-K
Document Period End Date	Dec. 19, 2019
Entity Incorporation State Country Code	VA
Entity File Number	1-08022
Entity Tax Identification Number	62-1051971
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
Security 12b Title	Common Stock, $1 Par Value
Trading Symbol	CSX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false