CSX CORP false 0000277948 0000277948 2020-06-11 2020-06-11

 

 

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 11, 2020

 

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))

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 June 11, 2020, CSX Corporation (the “Company”) announced the retirement of Executive Vice President, Edmund L. Harris, effective August 1, 2020. Mr. Harris’ departure did not result from any dispute or disagreement with the Company on any matter relating to the Company’s operations, financial statements, internal controls, policies or practices.

Item 7.01 Regulation FD Disclosure.

On June 11, 2020, the Company issued a press release announcing the departure of Mr. Harris. 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 exhibit is filed as part of this Report:

Exhibit

   

Description

         
 

99.1

   

Press Release, dated June 11, 2020, announcing the departure of Edmund L. Harris as Executive Vice President.

         
 

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.

CSX CORPORATION

     

By:

 

/s/ Nathan D. Goldman

Name:

 

Nathan D. Goldman

Title:

 

Executive Vice President - Chief Legal Officer & Corporate Secretary

DATE: June 12, 2020

Exhibit 99.1

 

LOGO

CSX Executive Vice President Ed Harris to Retire

JACKSONVILLE, Fla. – June 11, 2020 – CSX Corp. (NASDAQ: CSX) announced today that Ed Harris, executive vice president, will retire from the company on August 1, 2020.

Jim Foote, president and chief executive officer said: “On behalf of the Board of Directors and everyone at CSX, I want to thank Ed for his tremendous contributions to this company. When I was entrusted to lead CSX in December of 2017, the first phone call I made was to Ed Harris, because I knew that there was no better railroader to help with the transformation of CSX and guide the continued implementation of our operating model. Two-and-a-half-years later, CSX is operating better than at any point in its history. For this, we extend to Ed our utmost gratitude and respect, and wish him all the best in retirement.”

Harris said: “I’ve been fortunate to have played a role in several successful transformations over the years, but this experience at CSX was by far the most rewarding and satisfying of my career and what I’m most proud of. It was an honor to work alongside the best railroaders in the industry and I wish Jim and the entire leadership team all the success in the future.”

As Harris’ departure approaches, CSX’s Safety and Facilities groups that had reported to him will transition to Jamie Boychuk, executive vice president Operations who was appointed to succeed Harris’ leadership of the Operations function in October 2019.

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:

Bryan Tucker, Corporate Communications

855-955-6397

Bill Slater, Investor Relations

904-359-1334

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