CSX CORPORATION (NASDAQ:CSX) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
On July7, 2017, the Board of Directors of CSX Corporation (the “Company”) approved an amendment (the “Amendment”) to the Company’s Amended and Restated Bylaws (the “Bylaws”), which became effective on July7, 2017. The Amendment changes the Company’s fiscal year from a 52/53 week year ending on the last Friday of December to a calendar year commencing on the first day of January each year and ending on December 31. Related to the change in the fiscal year:
| • | Fiscal year 2017 commenced on December31, 2016, as the fiscal year 2016 ended on December30, 2016 under the 52/53 week fiscal calendar. |
| • | The third quarter 2017 commenced on July1, 2017, as the second quarter 2017 ended on June30, 2017 under the 52/53 week fiscal calendar, and will include one additional day in order to end on September30, 2017. |
| • | The fourth quarter 2017 will commence on October 1, 2017, and include one additional day in order to end on December31, 2017. |
| • | Fiscal year 2017 will include 366 days of activity, five fewer days than fiscal year 2016, which was a 53 week fiscal year that began on December26, 2015, and ended December30, 2016. |
The Company does not expect that this change will materially impact comparability of the Company’s financial results for fiscal year 2016 and fiscal year 2017. Accordingly, the change to a calendar fiscal year will be made on a prospective basis and operating results for prior periods will not be adjusted.
The Company will not be required to file a transition report because this change is not deemed a change in fiscal year for purposes of reporting subject to Rule 13a-10 or Rule 15d-10 of the Securities Exchange Act of 1934, as amended, as the new fiscal year commences within seven days of the prior fiscal year end and the new fiscal year commences with the end of the prior fiscal year.
The Amendment also deleted a specific reference to the Company’s 2017 annual meeting in Section11(a)(ii) of the Bylaws. Section11(a)(ii) sets forth when a shareholder’s notice of nominations or other business the shareholder proposes to bring before the meeting must be delivered to the Company in order for such notice to be timely. The Company’s 2017 annual meeting was held on June5, 2017, making the reference to the 2017 annual meeting moot.
| Item 5.03. | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Amended and Restated Bylaws of CSX Corporation, effective as of July7, 2017. |
CSX CORP ExhibitEX-3.1 2 d424183dex31.htm AMENDED AND RESTATED BYLAWS Amended and Restated Bylaws Exhibit 3.1 BYLAWS OF CSX CORPORATION (Amended and Restated as of July 7,…To view the full exhibit click here
About CSX CORPORATION (NASDAQ:CSX)
CSX Corporation, together with its subsidiaries, is a transportation company. The Company provides rail-based transportation services, including rail service and the transport of intermodal containers and trailers. The Company serves three lines of business, such as merchandise business, coal business and intermodal business. The Company’s merchandise business consists of shipments in diverse markets, such as agricultural products, phosphates and fertilizers, food and consumer, chemicals, automotive, metals, forest products, minerals, and waste and equipment. The Company’s coal business transports domestic coal, coke and iron ore to electricity-generating power plants, steel manufacturers and industrial plants, as well as exports coal to deep-water port facilities. The Company’s intermodal business combines the rail transportation with the short-haul flexibility of trucks and offers long-haul trucking.