CSX CORPORATION (NASDAQ:CSX) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On March 30, 2017, CSX Corporation (the Company) and MR
Agent Advisor LLC (Mantle Ridge), on behalf of itself and
its affiliated funds (such funds, together with Mantle Ridge,
collectively, the Mantle Ridge Group) entered into a
registration rights agreement (the Registration Rights
Agreement). The Registration Rights Agreement was
contemplated by that certain letter agreement between the Company
and the Mantle Ridge Group, which the Company filed with the
Securities and Exchange Commission on Form 8-K on March 7, 2017.
The Mantle Ridge Group owns approximately 4.49% of the
outstanding shares of common stock of the Company, par value
$1.00 per share (the Common Stock).

to the Registration Rights Agreement, the Mantle Ridge Group
shareholders may request that the Company file a registration
statement to register the sale of shares of Common Stock that the
Mantle Ridge Group shareholders beneficially own, subject to the
limitations and conditions provided in the Registration Rights
Agreement.

The Registration Rights Agreement also provides that the Company
will file (or will amend or supplement the shelf registration
statement currently on file) and keep effective, subject to
certain limitations, a shelf registration statement covering
shares of Common Stock beneficially owned by the Mantle Ridge
Group shareholders. The Registration Rights Agreement also
contains customary indemnification provisions.

The registration rights provided in the Registration Rights
Agreement terminate as to any Mantle Ridge Group shareholder upon
the date on which such shareholder ceases to own any Registrable
Securities (as defined in the Registration Rights Agreement).

The foregoing description of the Registration Rights Agreement
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Registration Rights
Agreement which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and is incorporated by reference herein.

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) will file a proxy statement with the U.S.
Securities and Exchange Commission (the SEC) with respect to the
annual meeting of shareholders. CSX SHAREHOLDERS ARE STRONGLY
ENCOURAGED TO READ 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 annual meeting, or any
adjournment or postponement thereof. Information about certain
CSX directors and executive officers, and their direct and
indirect interests in CSX, is available in CSXs proxy statement,
filed March 28, 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 Section 16 of the Securities Exchange Act of
1934, as amended. Additional information regarding directors and
executive officers appointed since March 28, 2016 and 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 annual 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

About CSX CORPORATION  (NASDAQ:CSX)

CSX Corporation is a transportation company. The Company provides rail-based freight transportation services, including traditional rail service and transport of intermodal containers and trailers, as well as other transportation services, such as rail-to-truck transfers and bulk commodity operations. The Company categorizes its products into three primary lines of business: merchandise, intermodal and coal. The Company’s intermodal business links customers to railroads through trucks and terminals. The Company’s merchandise business consists of shipments in markets, such as agricultural and food products, fertilizers, chemicals, automotive, metals and equipment, minerals and forest products. 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 export coal to deep-water port facilities.

CSX CORPORATION  (NASDAQ:CSX) Recent Trading Information

CSX CORPORATION  (NASDAQ:CSX) closed its last trading session up +0.08 at 46.63 with 6,293,739 shares trading hands.