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 5, 2020
CSX CORPORATION
(Exact name of registrant as specified in its charter)
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Virginia |
1-08022 |
62-1051971 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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500 Water Street, 15th Floor, Jacksonville, Florida |
32202 |
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(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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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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 5, 2020, the Board of Directors of CSX Corporation (“CSX” or the “Company”) approved the renewal of the Company’s standard change of control agreements. In accordance with the regular schedule of review and renewal occurring every three years, these agreements were amended to provide for renewal of the term until May 15, 2023 for each of the Company’s active Named Executive Officers specified in the Company’s 2020 annual proxy statement filed with the SEC. The other substantive terms of these agreements remain unchanged.
The form of amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The terms of the change of control agreements are described and quantified in the Company’s 2020 annual proxy statement and the form of change of control agreement is on file as Exhibit 10.43 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2017.
| Item 9.01. | Exhibits. |
(d) The following exhibit is being filed as part of this report:
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10.1 |
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104 |
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
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CSX CORPORATION |
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By: |
/s/ Nathan D. Goldman |
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Name: |
Nathan D. Goldman |
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Title: |
Executive Vice President - Chief Legal Officer & Corporate Secretary |
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DATE: May 8, 2020
Exhibit 10.1
AMENDMENT TO CHANGE OF CONTROL AGREEMENT
This AMENDMENT TO CHANGE OF CONTROL AGREEMENT by and between CSX CORPORATION, a Virginia corporation (the “Company”), and Name (the “Executive”), is dated as of the day of May, 2020 (the “Amendment”).
BACKGROUND
WHEREAS, the parties entered into a Change of Control Agreement dated as of May 15, 2017 (the “Agreement”), that sets forth the terms and conditions of the Executive’s compensation and benefit arrangements upon a Change of Control of the Company; and
WHEREAS, the parties desire to amend the Agreement on the terms and conditions contained herein.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
| 1. |
Section 1(b) of the Agreement is hereby modified in its entirety to read as follows: “The “Term” means the period commencing on May 16, 2020 and ending on the earlier to occur of (i) May 15, 2023, (ii) retirement or (iii) termination of employment absent a Change of Control; provided, however, that the Term shall end on an earlier date if the Company gives the Executive at least one year’s advance written notice thereof.” |
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Section 2(b) of the Agreement is hereby modified to replace “the date hereof” with “May 16, 2020”. |
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Except as modified hereby, the Agreement shall continue unmodified and in full force and effect. |
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This Amendment may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. |
IN WITNESS WHEREOF, the parties hereto have executed and delivered this Amendment as of the date first-above written.
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Name (Employee ID: xxxxxx) |
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| EXECUTIVE: | ||
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