Shareholder Vote

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 12, 2023 ( May 10, 2023 )      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 5.07. Submission of Matters to a Vote of Security Holders.   CSX Corporation (“CSX”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on Wednesday, May 10, 2023. 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 Donna  M. Alvarado 1,418,477,969 80,004,405 2,746,656 243,984,102 Thomas P. Bostick 1,421,328,816 76,905,300 2,994,914 243,984,102 Steven T. Halverson 1,390,643,392 107,589,314 2,996,324 243,984,102 Paul C. Hilal 1,414,494,283 83,882,803 2,851,944 243,984,102 Joseph R. Hinrichs 1,484,674,112 13,699,079 2,855,839 243,984,102 David M. Moffett 1,471,828,816 26,559,951 2,840,263 243,984,102 Linda H. Riefler 1,267,426,054 231,172,894 2,630,082 243,984,102 Suzanne M. Vautrinot 1,444,826,995 53,471,559 2,930,476 243,984,102 James L. Wainscott 1,468,226,708 30,083,927 2,918,395 243,984,102 J. Steven Whisler 1,440,046,798 58,302,333 2,879,899 243,984,102 John J. Zillmer 1,076,476,067 416,142,985 8,609,978 243,984,102     Item 2: Shareholders ratified the appointment of Ernst & Young LLP as CSX’s independent registered public accounting firm for 2023, by the votes set forth in the table below:     For Against Abstain   1,655,002,520 87,464,272 2,746,340     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   1,337,075,452 154,939,216 9,214,362 243,984,102     Item 4: Shareholders approved, on an advisory (non-binding) basis, an annual vote frequency for future advisory votes on the compensation of CSX’s named executive officers, by the votes set forth in the table below:     1 Year 2 Years 3 Years Abstain Broker Non-Votes   1,456,929,441 3,534,278 35,634,063 5,131,248 243,984,102   In accordance with the Board of Directors’ recommendation, and based on the results of this advisory vote, CSX will continue to hold an annual advisory vote on executive compensation.     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 12, 2023