Executive Change · 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 193 4     Date of Report (Date of earliest event reported): May 10, 2024 ( May 8, 2024 )   CSX CORPORATION (Exact name of registrant as specified in its charter)   Virginia 001-08022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation)   Identification No.)   500 Water Street , 15th Floor , Jacksonville , FL 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.   CSX Corporation (“CSX”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on Wednesday, May 8, 2024. Among other matters, the shareholders elected Anne Chow to the Board of Directors (the “Board”) of CSX, effective as of May 8, 2024. The Board has appointed Ms. Chow to the Compensation and Talent Management Committee and the Finance Committee.   Item 5.07. Submission of Matters to a Vote of Security Holders.   The final voting results for each matter submitted to a shareholder vote at the Annual Meeting are set forth below.   Item 1: The following twelve persons were elected to the CSX Board of Directors:     For Against Abstain Broker Non-Votes Donna M. Alvarado 1,405,145,992 74,491,713 4,908,227 235,061,818 Thomas P. Bostick 1,452,667,670 26,959,736 4,918,526 235,061,818 Anne H. Chow 1,469,329,076 10,659,409 4,557,447 235,061,818 Steven T. Halverson 1,375,661,665 103,882,878 5,001,389 235,061,818 Paul C. Hilal 1,448,519,106 30,659,098 5,367,728 235,061,818 Joseph R. Hinrichs 1,469,463,816 10,533,130 4,548,986 235,061,818 David M. Moffett 1,455,529,608 24,536,617 4,479,707 235,061,818 Linda H. Riefler 1,428,498,247 51,642,685 4,405,000 235,061,818 Suzanne M. Vautrinot 1,447,345,039 32,816,181 4,384,712 235,061,818 James L. Wainscott 1,455,414,481 24,126,460 5,004,991 235,061,818 J. Steven Whisler 1,423,019,067 56,945,537 4,581,328 235,061,818 John J. Zillmer 1,116,385,923 356,959,387 11,200,622 235,061,818   Item 2: Shareholders ratified the appointment of Ernst & Young LLP as CSX’s independent registered public accounting firm for 2024, by the votes set forth in the table below:     For Against Abstain   1,610,620,944 105,050,497 3,936,309   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   1,226,635,057 248,521,893 9,388,982 235,061,818   Item 4: Shareholders did not approve a shareholder proposal requesting a railroad safety committee, which received the votes set forth in the table below:     For Against Abstain Broker Non-Votes   112,603,722 1,361,544,175 10,398,035 235,061,818   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 10, 2024