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 14, 2026 ( May 12, 2026 )   CSX CORPORATION (Exact name of registrant as specified in its charter)   Virginia 1-8022 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   On May 14, 2026, CSX Corporation (the “Company” or “CSX”) announced the separation from employment of Stephen Fortune, Executive Vice President and Chief Digital & Technology Officer of the Company, effective immediately. Upon his separation from employment, subject to his signing a customary employment separation agreement and release form, Mr. Fortune will be eligible to receive compensation and benefits in accordance with the CSX Executive Severance Plan, the terms of which are described in the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on March 30, 2026.   Also on May 14, 2026, the Company announced that Steve Watkins, current Vice President of Product Management for Rail Operations at the Company, will assume Mr. Fortune’s responsibilities and report directly to Kevin S. Boone, Executive Vice President and Chief Financial Officer of the Company, effective immediately.   Item 5.07. Submission of Matters to a Vote of Security Holders.   CSX held its Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, May 12, 2026. 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 Stephen F. Angel 1,379,611,608 46,375,076 2,471,569 213,699,418 Ann D. Begeman 1,407,150,154 18,833,890 2,474,209 213,699,418 Thomas P. Bostick 1,395,768,141 29,390,759 3,299,353 213,699,418 Anne H. Chow 1,393,916,195 31,426,906 3,115,152 213,699,418 Steven T. Halverson 1,343,879,631 81,915,714 2,662,908 213,699,418 Paul C. Hilal 1,392,009,101 34,194,853 2,254,299 213,699,418 David M. Moffett 1,381,936,630 44,017,246 2,504,377 213,699,418 Linda H. Riefler 1,322,836,571 103,201,665 2,420,017 213,699,418 Suzanne M. Vautrinot 1,390,765,256 34,480,415 3,212,582 213,699,418 James L. Wainscott 1,419,522,887 6,381,014 2,554,352 213,699,418 J. Steven Whisler 1,374,258,917 51,691,965 2,507,371 213,699,418 John J. Zillmer 1,122,661,746 299,018,366 6,778,141 213,699,418   Item 2:  Sharehoders ratified the appointment of Ernst & Young LLP as CSX’s independent registered public accounting firm for 2026, by the votes set forth in the table below:     For Against Abstain   1,517,948,214 121,775,991 2,433,466   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   1,324,087,828 98,932,409 5,438,016 213,699,418   No other matters were submitted for shareholder action.   Item 8.01. Other Events.   On May 12, 2026, the Board of Directors authorized a new share repurchase program, providing $5 billion of incremental authority to the approximately $989 million remaining under the existing share repurchase program as of March 31, 2026.   The share repurchases may be made through a variety of methods including, but not limited to, open market purchases, purchases pursuant to Rule 10b5-1 plans, accelerated share repurchases and negotiated block purchases. The timing of share repurchases depends upon marketplace conditions and other factors, and the program remains subject to the discretion of the Board of Directors.       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/ Michael S. Burns   Name: Michael S. Burns   Title: Senior Vice President – Chief Legal Officer and Corporate Secretary   DATE: May 14, 2026