CSX CORPORATION (NASDAQ:CSX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February14, 2017, Michael J. Ward, Chief Executive Officer and
Chairman of the Board, and Clarence W. Gooden, President,
notified the Board of Directors (the Board) of their intention to
retire from CSX Corporation (CSX or the Company) effective May31,
2017. Additionally, Mr.Ward notified the Board of his intention
to resign his position as a director effective May31, 2017. There
are no disagreements between either Mr.Ward or Mr.Gooden and the
Company relating to matters concerning the Companys operations,
policies or practices.
Fredrik J. Eliasson has been appointed as President of CSX,
effective February15, replacing Mr.Gooden, who has assumed the
role of Vice Chairman of the Company until his retirement.
Mr.Eliasson will maintain his current responsibilities in his new
position. Since September 2015, Mr.Eliasson, age 46, has served
as Executive Vice President and Chief Sales and Marketing
Officer. Additionally, he served as Executive Vice President and
Chief Financial Officer of the Company from 2012 until 2015, and
as Vice President of Sales and Marketing for the Companys
chemicals and fertilizer business from 2011 until 2012.
As of the date hereof, the Companys Compensation Committee has
not approved any compensation adjustments for Mr.Gooden or
Mr.Eliasson in connection with their new positions.
Forward-Looking Statements
This information and other statements by CSX may contain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act with respect to, among other
items: projections and estimates of earnings, revenues, margins,
volumes, rates, cost-savings, expenses, taxes, liquidity, capital
expenditures, dividends, share repurchases or other financial
items, statements of managements plans, strategies and objectives
for future operations, and managements expectations as to future
performance and operations and the time by which objectives will
be achieved, statements concerning proposed new services, and
statements regarding future economic, industry or market
conditions or performance. Forward-looking statements are
typically identified by words or phrases such as will, should,
believe, expect, anticipate, project, estimate, preliminary and
similar expressions. Forward-looking statements speak only as of
the date they are made, and CSX undertakes no obligation to
update or revise any forward-looking statement. If CSX updates
any forward-looking statement, no inference should be drawn that
CSX will make additional updates with respect to that statement
or any other forward-looking statements.
Forward-looking statements are subject to a number of risks and
uncertainties, and actual performance or results could differ
materially from that anticipated by any forward-looking
statements. Factors that may cause actual results to differ
materially from those contemplated by any forward-looking
statements include, among others: (i)CSXs success in implementing
its financial and operational initiatives; (ii)changes in
domestic or international economic, political or business
conditions, including those affecting the transportation industry
(such as the impact of industry competition, conditions,
performance and consolidation); (iii)legislative or regulatory
changes; (iv)the inherent business risks associated with safety
and security; (v)the outcome of claims and litigation involving
or affecting CSX; (vi)natural events such as severe weather
conditions or pandemic health crises; and (vii)the inherent
uncertainty associated with projecting economic and business
conditions.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
CSX Corporation (CSX) intends to file a proxy statement with the
U.S. Securities and Exchange Commission (the SEC) with respect to
a special meeting of its shareholders.CSX SHAREHOLDERS ARE
STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT, THE
ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED WITH THE SEC
CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION.
CSX, its directors, executive officers and other employees may be
deemed to be participants in the solicitation of proxies from CSX
shareholders in connection with the matters to be considered at
the special meeting, or any adjournment or postponement
thereof.Information about CSXs directors and executive officers,
and their direct and indirect interests in CSX, is available in
CSXs proxy statement, filed March28, 2016 for its 2016 Annual
Meeting.To the extent holdings of CSXs securities by such
directors or executive officers have changed since the amounts
included in the 2016 proxy statement,such changes have been or
will be reflected on reports filed with the SEC in accordance
with the reporting requirements of Section16 of the Securities
Exchange Act of 1934, as amended.More detailed information
regarding the identity of potential participants, and their
direct or indirect interests, by security holdings or otherwise,
will be set forth in the proxy statement and other materials to
be filed with the SEC in connection with the special
meeting.Shareholders will be able to obtain any proxy statement,
any amendments or supplements to any proxy statement and other
documents filed by CSX with the SEC free of charge at the SECs
website at www.sec.gov.Copies also will be available free of
charge at CSXs website at www.csx.com or by contacting CSX
Investor Relations at (904)359-4812.
| Item8.01. | Other Events. |
On February21, 2017, CSX issued a press release. A copy of the
press release is attached as Exhibit 99.1 hereto and is
incorporated herein in its entirety by reference.
| Item9.01. | Exhibits. |
| (d) | The following exhibit is being filed as part of this report: |
| 99.1 |
Press Release, dated February21, 2017, issued by CSX Corporation |
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. CSX CORPORATION (NASDAQ:CSX) Recent Trading Information
CSX CORPORATION (NASDAQ:CSX) closed its last trading session up +0.37 at 48.91 with 11,766,424 shares trading hands.
