CSX Corp Files 8-K: Officer Changes & Financials
Ticker: CSX · Form: 8-K · Filed: Jan 27, 2025 · CIK: 277948
Sentiment: neutral
Topics: corporate-governance, officer-changes, financial-reporting
Related Tickers: CSX
TL;DR
CSX filed an 8-K detailing leadership changes and financial updates.
AI Summary
CSX Corporation filed an 8-K on January 27, 2025, reporting on the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements. The filing also includes Regulation FD Disclosures and Financial Statements and Exhibits.
Why It Matters
This filing provides crucial updates on the company's leadership and financial reporting, which can impact investor confidence and strategic direction.
Risk Assessment
Risk Level: low — This is a routine filing reporting on corporate governance and financial disclosures, not indicating immediate operational or financial distress.
Key Players & Entities
- CSX Corporation (company) — Registrant
- January 27, 2025 (date) — Date of earliest event reported
FAQ
What specific officer positions were affected by the changes reported in this 8-K?
The filing indicates changes related to 'Departure of Directors or Certain Officers' and 'Appointment of Certain Officers', but the specific positions are not detailed in the provided text.
Are there any new directors elected according to this filing?
The filing mentions 'Election of Directors' as an item reported, but does not specify who was elected or if any new directors were added.
What is the primary purpose of the Regulation FD Disclosure mentioned in the filing?
Regulation FD (Fair Disclosure) aims to prevent selective disclosure of material non-public information by requiring companies to publicly disseminate such information.
What type of financial statements are included with this 8-K filing?
The filing states 'Financial Statements and Exhibits' are included, but the specific nature or period of these statements is not detailed in the provided text.
What is CSX Corporation's state of incorporation and fiscal year end?
CSX Corporation is incorporated in Virginia and its fiscal year ends on December 31.
Filing Stats: 795 words · 3 min read · ~3 pages · Grade level 10.7 · Accepted 2025-01-27 16:12:46
Key Financial Figures
- $1 — ed registeredregistered Common Stock, $1 Par Value CSX NASDAQ Global Select Ma
- $275,000 — ers, for which she received payments of $275,000 for services rendered in fiscal year 20
Filing Documents
- dp223507_8k.htm (8-K) — 27KB
- dp223507_ex9901.htm (EX-99.1) — 8KB
- image_002.jpg (GRAPHIC) — 3KB
- image_003.jpg (GRAPHIC) — 8KB
- 0000950103-25-000915.txt ( ) — 223KB
- csx-20250127.xsd (EX-101.SCH) — 3KB
- csx-20250127_lab.xml (EX-101.LAB) — 33KB
- csx-20250127_pre.xml (EX-101.PRE) — 22KB
- dp223507_8k_htm.xml (XML) — 4KB
02
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 27, 2025, the Board of Directors (the "Board") of CSX Corporation (the "Company") appointed Ann Begeman to serve as a member of the Board, effective immediately. Ms. Begeman, 60, served as a member of the Surface Transportation Board (the "STB") from 2011 through 2021, including in leadership roles as the STB's Chairman and Acting Chairman, from 2017 to 2021, and as Vice Chairman. Prior to her tenure at the STB, she served in various positions in the U.S. Senate from 1992 to 2011, including as Republican Staff Director for the U.S. Senate Committee on Commerce, Science, and Transportation, as the U.S. Senate Commerce Committee's Deputy Staff Director and Transportation Policy Advisor, and as Legislative Director and Acting Chief of Staff for Senator John McCain. Since 2022, Ms. Begeman has provided consulting services on railroad regulatory and government affairs matters after her more than three decades of public service in the legislative and executive branches of government. Her appointment increases the size of the Board from twelve directors to thirteen. Ms. Begeman previously advised the Company on regulatory and government affairs matters, for which she received payments of $275,000 for services rendered in fiscal year 2024. As a result, the Board determined that Ms. Begeman does not qualify as independent under the director independence standards set forth in the applicable NASDAQ listing standards. The Board has appointed Ms. Begeman to the Finance Committee. As a non-employee director, Ms. Begeman will receive compensation consistent with that provided to all non-employee directors, as described in the Company's Proxy Statement dated March 25, 2024.
01
Item 7.01. Regulation FD Disclosure. On January 27, 2025, the Company issued a press release announcing Ms. Begeman's appointment as a member of the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. In accordance with General Instruction B.2 of Form 8-K, the information furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Financial Statements and Exhibits
Financial Statements and Exhibits. (d) The following exhibits are being furnished herewith: 99.1 Press Release, dated January 27, 2025 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
Signatures
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 thereunto duly authorized. CSX CORPORATION By: /s/ Michael S. Burns Name: Michael S. Burns Title: Senior Vice President – Chief Legal Officer and Corporate Secretary DATE: January 27, 2025