8-K – 2026-05-14 – dp246573_8k.htm

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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 193 4

  Date of Report (Date of earliest event
reported): May 14, 2026 ( May 12, 2026 )

 

CSX CORPORATION

(Exact name of registrant as specified in its charter)

 

Virginia
1-8022
62-1051971

(State or other jurisdiction
(Commission File No.)
(I.R.S. Employer

of incorporation)
 
Identification No.)

 

500 Water Street , 15th Floor , Jacksonville , FL
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 May 14, 2026, CSX Corporation (the “Company”
or “CSX”) announced the separation from employment of Stephen Fortune, Executive Vice President and Chief Digital & Technology
Officer of the Company, effective immediately. Upon his separation from employment, subject to his signing a customary employment separation
agreement and release form, Mr. Fortune will be eligible to receive compensation and benefits in accordance with the CSX Executive Severance
Plan, the terms of which are described in the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission (“SEC”)
on March 30, 2026.

 

Also on May 14, 2026, the Company announced that Steve Watkins, current
Vice President of Product Management for Rail Operations at the Company, will assume Mr. Fortune’s responsibilities and report directly
to Kevin S. Boone, Executive Vice President and Chief Financial Officer of the Company, effective immediately.

 

Item 5.07. Submission
of Matters to a Vote of Security Holders.

 

CSX held its Annual Meeting of Shareholders
(the “Annual Meeting”) on Tuesday, May 12, 2026. The final voting results for each matter submitted to a shareholder vote
at the Annual Meeting are set forth below.

 

Item 1:
The following twelve persons were elected to the CSX Board of Directors:

 

 
For
Against
Abstain
Broker Non-Votes

Stephen F. Angel
1,379,611,608
46,375,076
2,471,569
213,699,418

Ann D. Begeman
1,407,150,154
18,833,890
2,474,209
213,699,418

Thomas P. Bostick
1,395,768,141
29,390,759
3,299,353
213,699,418

Anne H. Chow
1,393,916,195
31,426,906
3,115,152
213,699,418

Steven T. Halverson
1,343,879,631
81,915,714
2,662,908
213,699,418

Paul C. Hilal
1,392,009,101
34,194,853
2,254,299
213,699,418

David M. Moffett
1,381,936,630
44,017,246
2,504,377
213,699,418

Linda H. Riefler
1,322,836,571
103,201,665
2,420,017
213,699,418

Suzanne M. Vautrinot
1,390,765,256
34,480,415
3,212,582
213,699,418

James L. Wainscott
1,419,522,887
6,381,014
2,554,352
213,699,418

J. Steven Whisler
1,374,258,917
51,691,965
2,507,371
213,699,418

John J. Zillmer
1,122,661,746
299,018,366
6,778,141
213,699,418

 

Item 2:
 Sharehoders ratified the appointment of Ernst & Young LLP as CSX’s independent registered public accounting firm for 2026, by the votes set forth in the table below:

 

 
For
Against
Abstain

 
1,517,948,214
121,775,991
2,433,466

 

Item 3:
 Shareholders approved, on an advisory (non-binding) basis, the compensation of CSX’s named executive officers, by the votes set forth in the table below:

 

 
For
Against
Abstain
Broker Non-Votes

 
1,324,087,828
98,932,409
5,438,016
213,699,418

 

No other matters were submitted for shareholder action.

 

Item 8.01. Other
Events.

 

On May 12, 2026, the Board of Directors authorized a new share repurchase
program, providing $5 billion of incremental authority to the approximately $989 million remaining under the existing share repurchase
program as of March 31, 2026.

 

The share repurchases may be made through a variety of methods including,
but not limited to, open market purchases, purchases pursuant to Rule 10b5-1 plans, accelerated share repurchases and negotiated block
purchases. The timing of share repurchases depends upon marketplace conditions and other factors, and the program remains subject to the
discretion of the Board of Directors.

 

 

 

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/ Michael S. Burns

 
Name:
Michael S. Burns

 
Title:
Senior Vice President – Chief Legal Officer and Corporate Secretary

 

DATE: May 14, 2026