SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2021
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|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
Name of each exchange
|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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.03. Amendments to Articles of Incorporation or Bylaws.
On June 4, 2021, CSX Corporation (“CSX”) filed an amendment to its Amended and Restated Articles of Incorporation, as amended (the “Amendment”). The Amendment increases CSX’s authority to issue shares of its common stock, par value $1.00 per share (“Common Stock”), from 1.8 billion shares to 5.4 billion shares. The Amendment was filed in connection with the three-for-one split of the Common Stock described in Item 7.01 below. The effective time of the Amendment shall be 5:00 p.m. on June 18, 2021. A copy of the Amendment is filed herewith as Exhibit 3.1.
Item 7.01. Regulation FD Disclosure.
On June 3, 2021, the Board of Directors of CSX (the “Board”) approved a three-for-one split of the Common Stock (the “Stock Split”). Each holder of CSX Common Stock of record at the close of business on June 18, 2021, will receive two additional shares of CSX Common Stock for each share of CSX Common Stock held on that date. The additional shares resulting from the Stock Split will be distributed in book entry form on June 28, 2021. Shareholders will receive a direct registration (book-entry) statement for the additional shares of CSX Common Stock resulting from the Stock Split and will not need to exchange existing stock certificates.
A copy of the press release announcing the Stock Split is attached hereto as Exhibit 99.1.
The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1 hereto, has been “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report under Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
Item 9.01. Exhibits.
(d) The following exhibits are being filed or furnished herewith:
|3.1||Articles of Amendment to CSX Corporation’s Amended and Restated Articles of Incorporation, as amended. Filed herewith.|
|99.1||Press Release dated June 4, 2021 from CSX Corporation. Furnished herewith.*|
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL|
Any internet addresses provided in this exhibit are for informational purposes only and are not intended to be hyperlinks.
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.
/s/ Nathan D. Goldman
|Name:||Nathan D. Goldman|
|Title:||Executive Vice President - Chief Legal Officer & Corporate Secretary|
DATE: June 7, 2021
ARTICLES OF AMENDMENT TO THE
AMENDED AND RESTATED ARTICLES OF INCORPORATION
The undersigned, desiring to amend its Amended and Restated Articles of Incorporation under the provisions of Section 13.1-710 of Chapter 9 of Title 13.1 of the Code of Virginia of 1950, as amended, sets forth the following:
Name. The name of the corporation is CSX Corporation.
The Amendment. Section 3.1 of Article III of the Amended and Restated Articles of Incorporation is struck out and the following is substituted therefor:
3.1 Number and Designation. The Corporation shall have authority to issue five billion four hundred million (5,400,000,000) shares of Common Stock, par value $1.00 per share, and twenty-five million (25,000,000) shares of Serial Preferred Stock, without par value.
Stock Split. At the Effective Time (as defined below), each issued and each unissued authorized share of Common Stock existing immediately prior to the Effective Time shall be automatically changed into three shares of Common Stock. The Corporation has only shares of Common Stock outstanding.
Directors Action. The foregoing amendment was adopted on June 3, 2021, by the Board of Directors of the Corporation acting pursuant to § 13.1-706(B)(3) of the Code of Virginia without shareholder action. Shareholder approval of the amendment was not required as the Corporation has no shares of any other class of stock issued and outstanding.
Effective Time. These Articles of Amendment shall be effective as of 5:00 p.m. on June 18, 2021 (the Effective Time).
Dated: June 3, 2021
/s/ Nathan D. Goldman
|Nathan D. Goldman|
|Executive Vice President and Chief Legal Officer|
CSX Announces Stock Split
JACKSONVILLE, Fla. June 4, 2021 CSX Corporation (NASDAQ: CSX) today announced that its Board of Directors has approved a 3-for-1 stock split to be distributed to shareholders as a stock dividend. Each shareholder of record at the close of business on June 18, 2021, will receive two additional shares of CSX common stock for each share held as of this record date. The new shares will be distributed on June 28, 2021.
The regular, quarterly cash dividend of $0.28 per share payable on June 15, 2021, will not be impacted by the stock split. Based on the current dividend rate, the post-split quarterly dividend on the companys common stock would be $0.093* per share.
On a post-split basis, the dividend will be carried out six decimal places to most closely approximate the current dividend amount.
About CSX and its Disclosures
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 nations economic expansion and industrial development. Its network connects every major metropolitan area in the eastern United States, where nearly two-thirds of the nations 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.
This announcement, as well as additional financial information, is available on the companys website at http://investors.csx.com. CSX also uses social media channels to communicate information about the company. Although social media channels are not intended to be the primary method of disclosure for material information, it is possible that certain information CSX posts on social media could be deemed to be material. Therefore, we encourage investors, the media, and others interested in the company to review the information we post on Twitter (http://twitter.com/CSX) and on Facebook (http://www.facebook.com/OfficialCSX). The social media channels used by CSX may be updated from time to time. More information about CSX Corporation and its subsidiaries is available at www.csx.com.
Bill Slater, Investor Relations
Bryan Tucker, Corporate Communications