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): June 5, 2017
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)) |
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 Monday, June 5, 2017. The final voting results for each matter submitted to a shareholder vote at the Annual Meeting are set forth below.
| Item 1: | The following thirteen persons were elected to the CSX Board of Directors: |
| For | Against | Abstain | Broker Non-Votes | Total | ||||||||||||||||
| Donna M. Alvarado |
666,425,458 | 16,241,546 | 4,837,303 | 25,076,168 | 712,580,475 | |||||||||||||||
| John B. Breaux |
666,537,447 | 15,443,885 | 5,522,975 | 25,076,168 | 712,580,475 | |||||||||||||||
| Pamela L. Carter |
668,475,333 | 14,191,610 | 4,837,364 | 25,076,168 | 712,580,475 | |||||||||||||||
| Steven T. Halverson |
666,084,951 | 16,158,482 | 5,260,874 | 25,076,168 | 712,580,475 | |||||||||||||||
| E. Hunter Harrison |
667,587,908 | 14,584,915 | 5,331,484 | 25,076,168 | 712,580,475 | |||||||||||||||
| Paul C. Hilal |
660,642,634 | 18,122,848 | 8,738,825 | 25,076,168 | 712,580,475 | |||||||||||||||
| Edward J. Kelly, III |
660,550,587 | 21,521,875 | 5,431,845 | 25,076,168 | 712,580,475 | |||||||||||||||
| John D. McPherson |
667,152,792 | 15,455,365 | 4,896,150 | 25,076,168 | 712,580,475 | |||||||||||||||
| David M. Moffett |
666,872,406 | 15,658,266 | 4,973,635 | 25,076,168 | 712,580,475 | |||||||||||||||
| Dennis H. Reilley |
672,947,974 | 9,243,661 | 5,312,672 | 25,076,168 | 712,580,475 | |||||||||||||||
| Linda H. Riefler |
671,879,593 | 10,327,835 | 5,296,879 | 25,076,168 | 712,580,475 | |||||||||||||||
| J. Steven Whisler |
668,065,255 | 14,390,358 | 5,048,694 | 25,076,168 | 712,580,475 | |||||||||||||||
| John J. Zillmer |
658,697,219 | 20,305,771 | 8,501,317 | 25,076,168 | 712,580,475 | |||||||||||||||
| Item 2: | Shareholders ratified the appointment of Ernst & Young LLP as CSX’s independent registered public accounting firm for 2017, by the votes set forth in the table below: |
| For | Against | Abstain | Total | |||||||||||
| 697,916,691 | 11,953,082 | 2,710,702 | 712,580,475 | |||||||||||
| 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 | ||||||||||||||
| 643,937,216 | 37,892,839 | 5,674,252 | 25,076,168 | 712,580,475 | ||||||||||||||
| Item 4: | Shareholders approved, on an advisory (non-binding) basis, the holding of future advisory (non-binding) votes on executive compensation on an annual basis, by the votes set forth in the table below: |
| One Year | Two Year | Three Year | Abstain | Broker Non-Votes | Total | |||||||||||||||||
| 610,069,836 | 10,124,921 | 62,813,457 | 4,496,093 | 25,076,168 | 712,580,475 | |||||||||||||||||
In accordance with the Board of Directors’ recommendation, and based on the results of this advisory vote, the Company will continue to hold an annual advisory vote on executive compensation.
| Item 5: | Shareholders approved, on an advisory (non-binding) basis, the reimbursement arrangements sought in connection with the retention of E. Hunter Harrison as Chief Executive Officer of CSX, by the votes set forth in the table below: |
| For | Against | Abstain | Broker Non-Votes | Total | ||||||||||||||
| 613,330,469 | 43,649,364 | 30,524,474 | 25,076,168 | 712,580,475 | ||||||||||||||
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/ Andrew L. Glassman | |
| Name: | Andrew L. Glassman | |
| Title: | Vice President & Controller | |
DATE: June 8, 2017