Form 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): May 4, 2022

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, 15^th 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 5.07.

Submission of Matters to a Vote of Security Holders.

CSX Corporation (“CSX”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on Wednesday, May 4, 2022. The final voting results for each matter submitted to a shareholder vote at the Annual Meeting are set forth below.


Item 1:		The following eleven persons were elected to the CSX Board of Directors:


	For		Against		Abstain		Broker Non-Votes		Total
Donna M. Alvarado		1,532,227,455		78,666,538		2,202,815		233,668,274		1,613,096,808
Thomas P. Bostick		1,566,495,946		44,342,544		2,258,318		233,668,274		1,613,096,808
James M. Foote		1,593,268,503		14,581,702		1,246,603		233,668,274		1,613,096,808
Steven T. Halverson		1,351,396,974		259,353,984		2,345,850		233,668,274		1,613,096,808
Paul C. Hilal		1,564,341,105		46,367,249		2,388,454		233,668,274		1,613,096,808
David M. Moffett		1,587,577,132		23,129,465		2,390,211		233,668,274		1,613,096,808
Linda H. Riefler		1,525,687,211		85,286,565		2,123,032		233,668,274		1,613,096,808
Suzanne M. Vautrinot		1,560,041,318		50,909,124		2,146,366		233,668,274		1,613,096,808
James L. Wainscott		1,578,029,122		32,721,940		2,345,746		233,668,274		1,613,096,808
J. Steven Whisler		1,571,915,853		38,889,042		2,291,913		233,668,274		1,613,096,808
John J. Zillmer		986,782,168		612,275,767		14,038,873		233,668,274		1,613,096,808

Item 2:

Shareholders ratified the appointment of Ernst & Young LLP as CSX’s independent registered public accounting firm for 2022, by the votes set forth in the table below:


For	Against	Abstain	Total
1,746,766,146	97,254,805	2,744,131	1,846,765,082

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
960,492,665	645,294,994	7,309,149	233,668,274	1,613,096,808

No other matters were submitted for shareholder action.


CSX CORPORATION

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