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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): October 2, 2019

 

 

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.

 

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

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On October 2, 2019, CSX Corporation (the “Company”) announced the appointments of Kevin Boone as Executive Vice President and Chief Financial Officer and Jamie Boychuk as Executive Vice President of Operations. Ed Harris, who previously led the Operations function, will continue as Executive Vice President with a combination of operating and general executive responsibilities.

 

Mr. Boone had been serving as the Company’s interim chief financial officer since May of this year. In connection with Mr. Boone’s permanent appointment as Chief Financial Officer, he will receive an annual base salary of $475,000, a target annual incentive opportunity equal to 90% of his annual base salary, and a 2019 target long-term incentive opportunity equal to $2,000,000 comprised of 60% performance share units and 40% stock options. Mr. Boone’s 2019 long-term incentive opportunity will be pro-rated consistent with the terms of the Company’s 2019-2021 Long Term Incentive Plan.

 

Mr. Boone, age 42, joined CSX in September 2017 as Vice President of Corporate Affairs and Chief Investor Relations Officer. Prior to his appointment as the Company’s interim chief financial officer, he served most recently as Vice President of Marketing and Strategy, and led a new marketing team focused on fundamental market research and data analysis to identify and advance high-priority growth strategies. Kevin has a deep background as a seasoned investment analyst with over 18 years of experience in finance, accounting, mergers and acquisitions, and transportation performance analysis. He has held various positions in organizations such as Janus Capital, Morgan Stanley, Merrill Lynch and Ernst & Young. Kevin holds a Master’s Degree in Business Administration from the University of North Carolina and a Bachelor’s degree in Accounting from the University of Florida.

 

In connection with Mr. Boychuk’s appointment as Executive Vice President of Operations, he will receive an annual base salary of $500,000, a target annual incentive opportunity equal to 90% of his annual base salary, and a 2019 target long-term incentive opportunity equal to $2,000,000 comprised of 60% performance share units and 40% stock options. Mr. Boychuk’s 2019 long-term incentive opportunity will be pro-rated consistent with the terms of the Company’s 2019-2021 Long Term Incentive Plan.

 

Mr. Boychuk, age 41 joined CSX in 2017, and has held the positions of assistant vice president of transportation support; vice president of scheduled railroading; and most recently, senior vice president of network operations, mechanical, engineering and intermodal operations. He came to CSX from the Canadian National Railway, where he served for 20 years in various operational roles of increasing responsibility.

 

There is no arrangement or understanding between Mr. Boone or Mr. Boychuk and any other person pursuant to which either of them was selected as an officer. There are no family relationships between Mr. Boone or Mr. Boychuk and any director or executive officer of the Company, and neither Mr. Boone nor Mr. Boychuk is a party to any transaction in which the Company is a participant.

 

In connection with his ongoing role with the Company, Mr. Harris and the Company have entered into an amendment to his existing employment agreement. The amendment extends the term of Mr. Harris' existing employment agreement through the end of 2020, and provides that for 2020, he will receive an annual base salary of $500,000, a target annual incentive opportunity equal to 90% of his annual base salary, and a 2020 target long-term incentive opportunity equal to $1,600,000. The foregoing summary description of the amendment to Mr. Harris' employment agreement is qualified in its entirety by reference to the full text thereof, which is included as Exhibit 10.1 hereto.         

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On October 2, 2019, the Company issued a press release announcing the appointments of Messrs. Boone and Boychuk. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

 

In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) The following exhibits are filed as part of this Report:

 

Exhibit

Description

   
10.1 Amendment to Employment Agreement, effective as of October 8, 2019, between CSX Corporation and Edmond L. Harris.
   
99.1 Press Release, dated October 2, 2019, announcing the appointments of Kevin S. Boone as Executive Vice President and Chief Financial Officer and Jamie Boychuk as Executive Vice President of Operations.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

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: October 8, 2019

 

 

Exhibit 10.1

 

 

October 8, 2019

 

Edmond L. Harris

 

Re: Amendment to Employment Letter

 

Dear Ed:

 

On behalf of CSX Corporation (the “Company”), I am writing to memorialize the revised terms of your employment reflecting your new role as Executive Vice President—CSX and to amend the terms of your January 8, 2018 Employment Letter (“Letter Agreement”). Unless specifically provided in this amendment (the “Amendment“), the remaining terms of your Letter Agreement remain in full force and effect.

 

Accordingly, effective as of the date hereof, unless otherwise provided herein, (i) Section 3(g) of your Letter Agreement is deleted in its entirety and Sections 3(h), (i) and (j) are renumbered as Sections 3(g), (h) and (i) respectively and (ii) Sections 1, 2, 3(a), 3(c) and 6(g) of your Letter Agreement are hereby deleted in their entirety and replaced with the following revised Sections 1, 2, 3(a), 3(c) and 6(g):

 

Section 1. Employment Term. Your employment will be on an “at-will” basis, pursuant to the terms and conditions of this Letter Agreement. Your employment with the Company will commence effective as of January 8, 2018 (the “Start Date”) and will continue until December 31, 2020 (such period, the “Term”) unless terminated earlier as provided herein.”

 

“Section 2. Title and Nature of Duties. Effective as of October 2, 2019, you will be employed as Executive Vice President - CSX, reporting to me or my successor. You will have such duties and obligations as are customary for and commensurate with such position and will perform such other duties as may be reasonably assigned from time to time consistent with your position by me or the Board of Directors of the Company (the “Board”).”

 

 

Section 3. Compensation and Benefits.

 

a.       “Base Salary. Effective January 9, 2020, you will be paid an annual base salary (“Base Salary”) of $500,000.00, payable in accordance with the Company’s normal payroll procedures.”

 

c.       “Long Term Incentives. You will be eligible to participate in the Company’s long term incentive plans (each an “LTIP”). Your LTIP grant for 2020 will be in the aggregate amount of $1,600,000.00 (such 2020 LTIP grant, together with any prior grants, the “LTIP Awards”).

 

Your 2018 Grant and future LTIP grants will be made under either the CSX 2010 Stock and Incentive Award Plan (the “2010 Plan”) or the CSX 2019 Stock and Incentive Award Plan (together with the 2010 Plan, the “Plans”) and will be subject to the terms thereof, the terms of the award agreements pursuant to which such grants are made and the terms set forth in this Letter Agreement.”

 

Section 6. Miscellaneous

 

g.       “Notice Requirements. If, prior to December 31, 2020, you determine to resign your employment with the Company or the Company determines to terminate your employment, you or the Company, as applicable, will provide at least 30 days prior written notice to the other party of such determination specifying your last day of employment.”

 

Please indicate your agreement and acceptance of this Amendment by signing and dating the enclosed duplicate original of this Letter Agreement and returning it to me.

 

Very truly yours,
 
/s/ James M. Foote
James M. Foote
President & Chief Executive Officer

 

/s/ Edmond L. Harris
Edmond L. Harris
   
Dated: October 8, 2019
   

 

 

 

Exhibit 99.1

 

 

CSX_MEDIARELEASEHEADERS-D53

 

 

CSX Announces Executive Leadership Appointments

 

JACKSONVILLE, Fla. – October 2, 2019 – CSX (NASDAQ: CSX) today announced the appointments of Kevin Boone as executive vice president and chief financial officer and Jamie Boychuk as executive vice president of Operations. Ed Harris, who previously led the Operations function, will continue as executive vice president with a combination of operating and general executive responsibilities.

“Both Kevin and Jamie have played a significant role in the Company’s recent transformation and are great additions to our executive team,” said CSX President and Chief Executive Officer James M. Foote. “Kevin’s strong and diverse finance background will be invaluable as we strive to operate efficiently and create shareholder value.”

Boone was named interim chief financial officer in May 2019. He joined CSX in 2017 as vice president of corporate affairs and chief investor relations officer, and then was appointed vice president of marketing and strategy to lead research and data analysis to advance growth strategies. Boone has over 18 years of experience in finance, mergers and acquisitions, and accounting, primarily focused on the transportation and industrial sectors. Prior to joining CSX, Boone worked as a senior equity research analyst at Janus Capital, vice president at Morgan Stanley in equity research and associate at Merrill Lynch in the mergers and acquisitions group. 

“Jamie has demonstrated great skill in producing record-setting results in service and efficiency gains throughout his over 20-year railroad operating career,” said Foote. “In addition, I could not be more pleased that 50-year veteran railroad operator Ed Harris has agreed to work with Jamie as CSX strives to strengthen its leadership position in the industry. I am proud that we have the best team of railroaders in the business.”

 

Boychuk joined CSX in 2017, and has held the positions of assistant vice president of transportation support; vice president of scheduled railroading; and most recently, senior vice president of network operations, mechanical, engineering and intermodal operations. He came to CSX from the Canadian National Railway, where he served for 20 years in various operational roles of increasing responsibility.

 

Harris joined CSX in January 2018 as executive vice president of Operations. In his new role, he will continue to train, coach and mentor operations leadership while maintaining oversight of several key functional areas, including safety, performance metrics and operational planning.

 


About CSX

CSX, based in Jacksonville, Florida, is a premier transportation company. It provides rail, intermodal and rail-to-truck transload services and solutions to customers across a broad array of markets, including energy, industrial, construction, agricultural, and consumer products. For nearly 200 years, CSX has played a critical role in the nation’s economic expansion and industrial development. Its network connects every major metropolitan area in the eastern United States, where nearly two-thirds of the nation’s population resides. It also links more than 230 short-line railroads and more than 70 ocean, river and lake ports with major population centers and farming towns alike. More information about CSX Corporation and its subsidiaries is

 

 

available at www.csx.com. Like us on Facebook (http://facebook.com/OfficialCSX) and follow us on Twitter (http://twitter.com/CSX).

 

Contact:

 

Bill Slater, Investor Relations
904-359-1334

 

Bryan Tucker, Corporate Communications
855-955-6397

 

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