CSX CORP false 0000277948 0000277948 2020-07-08 2020-07-08

 

 

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): July 8, 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))

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 July 8, 2020, the Board of Directors (the “Board”) of CSX Corporation (“CSX”) appointed James L. Wainscott to serve as a member of the Board. Mr. Wainscott, 63, is the former Chairman, President and Chief Executive Officer of AK Steel Holding Corporation, a leading steel production and manufacturing company.

The Board determined that Mr. Wainscott qualifies as independent under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission (“SEC”) and the applicable NASDAQ listing standards. Mr. Wainscott was appointed to serve on the Finance Committee of the Board. He will receive compensation consistent with that provided to all non-employee directors, as described in the Company’s Proxy Statement dated March 25, 2020. His appointment increases the size of the Board from ten directors to eleven.

Mr. Wainscott’s appointment is the result of a director search started several months ago to address the potential attrition of a director who is contemplating his retirement from the Board prior to next year’s annual meeting. In addition, the Board is actively engaged in a search to fill the vacancy created by the recent departure of Pamela Carter. As part of this search process, the Board recognizes the importance of enhancing the overall diversity of the Board.

A copy of the press release announcing Mr. Wainscott’s appointment as a member of the Board is attached to this Current Report as Exhibit 99.1.

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 July 8, 2020.

         
 

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: July 8, 2020

Exhibit 99.1

 

LOGO

James L. Wainscott Appointed to CSX Corp. Board of Directors

JACKSONVILLE, Fla. – July 8, 2020 - CSX Corp. (NASDAQ: CSX) today announced that James L. Wainscott has been appointed to the company’s board of directors, effective immediately.

“I am pleased to welcome Jim to the CSX board of directors and look forward to benefitting from his insight and experience having led one of the nation’s premier steel producers,” said John J. Zillmer, chairman of the board. “Jim’s deep knowledge of key industrial markets and his proven leadership will be assets to CSX as we work to strengthen our position as North America’s best-run railroad.”

Mr. Wainscott is the retired Chairman, President and Chief Executive Officer (“CEO”) of AK Steel Holding Corporation, a leading steel production and manufacturing company. He joined AK Steel in 1995, as Vice President and Treasurer. In 1997, he was appointed chief financial officer. In 2003, he was named president, CEO and a member of the board of directors and then chairman of the board in 2006. Mr. Wainscott retired as President and CEO of AK Steel in 2015, and as Chairman in 2016. Prior to his time at AK Steel, Mr. Wainscott held a number of leadership positions with National Steel Corporation.

Mr. Wainscott has served on the board of directors of Parker-Hannifin Corporation (NYSE: PH) since 2009, and as its Lead Director since 2016. Mr. Wainscott also serves as Vice Chair of the Council of Chief Executives, a group primarily consisting of retired Fortune 500 Company CEOs. He graduated Magna Cum Laude from Ball State University with a Bachelor of Science degree in Accounting, and obtained a Master of Business Administration degree from the University of Notre Dame.

Mr. Wainscott will serve on the company’s Finance Committee.

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 Corp. 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