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 6, 2015
CSX CORPORATION
(Exact name of registrant as specified in its charter)
Virginia
(State or other jurisdiction of
incorporation or organization)
1-08022 | 62-1051971 | |
(Commission File No.) |
(I.R.S. Employer Identification No.) |
500 Water Street, 15th Floor, Jacksonville, FL 32202
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(904) 359-3200
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(e) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Shareholders of CSX Corporation (CSX) held on May 6, 2015, CSXs shareholders re-approved the performance measures under the 2010 CSX Stock and Incentive Award Plan (the SIAP). The SIAP provides incentive compensation opportunities to CSXs executive officers and other participating employees, as well as a source of shares of CSX stock that may be used to compensate individuals serving on the CSX Board of Directors. The performance criteria set forth in the SIAP are intended to align the interests of participating employees with the interests of shareholders. The re-approval of the performance measures under the SIAP preserves the ability of the Compensation Committee of the Board of Directors of CSX to grant incentive awards to participating employees that may be deductible in accordance with Section 162(m) of the Internal Revenue Code.
The principal features of the SIAP are described in detail under Item 4 Proposal to Re-Approve the Performance Measures Under the 2010 CSX Stock and Incentive Award Plan for Purposes of Section 162(m) of the Internal Revenue Code of CSXs Definitive Proxy Statement on Schedule 14A for the 2015 Annual Meeting of Shareholders filed by CSX with the Securities and Exchange Commission on March 26, 2015 (the Proxy Statement). The description of the principal features of the SIAP included in the Proxy Statement is incorporated herein by reference.
The foregoing description of the principal features of the SIAP is qualified in its entirety by reference to the full text of the SIAP, which is filed as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
CSXs Annual Meeting of Shareholders was held on Wednesday, May 6, 2015. The final voting results for each matter submitted to a shareholder vote at the Annual Meeting are set forth below.
Item 1: | The following thirteen persons were elected to the Board of Directors: |
For | Against | Abstain | Broker Non-Votes | Total | ||||||||||||||||
Donna M. Alvarado |
678,860,238 | 5,772,423 | 2,933,026 | 149,164,433 | 836,730,120 | |||||||||||||||
John B. Breaux |
676,779,612 | 7,432,761 | 3,353,314 | 149,164,433 | 836,730,120 | |||||||||||||||
Pamela L. Carter |
678,812,774 | 5,799,547 | 2,953,366 | 149,164,433 | 836,730,120 | |||||||||||||||
Steven T. Halverson |
679,436,197 | 5,153,874 | 2,975,616 | 149,164,433 | 836,730,120 | |||||||||||||||
Edward J. Kelly, III |
667,736,012 | 15,691,077 | 4,138,598 | 149,164,433 | 836,730,120 | |||||||||||||||
John D. McPherson |
678,207,471 | 6,313,970 | 3,044,246 | 149,164,433 | 836,730,120 | |||||||||||||||
David M. Moffett |
675,570,226 | 9,242,911 | 2,752,550 | 149,164,433 | 836,730,120 | |||||||||||||||
Oscar Munoz |
674,305,744 | 10,756,732 | 2,503,211 | 149,164,433 | 836,730,120 | |||||||||||||||
Timothy T. OToole |
678,185,281 | 5,950,735 | 3,429,671 | 149,164,433 | 836,730,120 | |||||||||||||||
David M. Ratcliffe |
675,609,482 | 9,102,307 | 2,853,898 | 149,164,433 | 836,730,120 | |||||||||||||||
Donald J. Shepard |
672,654,646 | 11,631,103 | 3,279,938 | 149,164,433 | 836,730,120 | |||||||||||||||
Michael J. Ward |
659,800,127 | 21,164,202 | 6,601,358 | 149,164,433 | 836,730,120 | |||||||||||||||
J. Steven Whisler |
679,650,905 | 4,807,379 | 3,107,403 | 149,164,433 | 836,730,120 |
Item 2: | Shareholders ratified the appointment of Ernst & Young LLP as CSXs independent registered public accounting firm for 2015, by the votes set forth in the table below: |
For |
Against |
Abstain |
Total | |||
823,319,676 | 10,208,263 | 3,202,181 | 836,730,120 |
Item 3: | Shareholders approved, on an advisory (non-binding) basis, the compensation of CSXs named executive officers, by the votes set forth in the table below: |
For |
Against |
Abstain |
Broker Non-Votes |
Total | ||||
658,109,717 | 23,584,879 | 5,871,091 | 149,164,433 | 836,730,120 |
Item 4: | Shareholders re-approved the performance measures under the 2010 CSX Stock and Incentive Award Plan, by the votes set forth in the table below: |
For |
Against |
Abstain |
Broker Non-Votes |
Total | ||||
656,168,724 | 26,338,104 | 5,058,859 | 149,164,433 | 836,730,120 |
No other matters were submitted for shareholder action.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed as a part of this Report.
Exhibit No. |
Description | |
10.1 | 2010 CSX Stock and Incentive Award Plan (incorporated by reference to Appendix A to the registrants Definitive Proxy Statement on Schedule 14A filed March 26, 2015) | |
99.1 | Item 4 Proposal to Re-Approve the Performance Measures Under the 2010 CSX Stock and Incentive Award Plan for Purposes of Section 162(m) of the Internal Revenue Code (incorporated by reference to the registrants Definitive Proxy Statement on Schedule 14A filed March 26, 2015) |
Signature
Pursuant to the requirements of the Securities and 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/ Ellen M. Fitzsimmons | |
Ellen M. Fitzsimmons | ||
Executive Vice President, Law and Public Affairs, General Counsel and Corporate Secretary |
Date: May 12, 2015
Exhibit Index
Exhibit No. |
Description | |
10.1 | 2010 CSX Stock and Incentive Award Plan (incorporated by reference to Appendix A to the registrants Definitive Proxy Statement on Schedule 14A filed March 26, 2015) | |
99.1 | Item 4 Proposal to Re-Approve the Performance Measures Under the 2010 CSX Stock and Incentive Award Plan for Purposes of Section 162(m) of the Internal Revenue Code (incorporated by reference to the registrants Definitive Proxy Statement on Schedule 14A filed March 26, 2015) |