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 1934
Date of report (Date of earliest event reported): August 4, 2023
| CSX CORPORATION |
| (Exact name of registrant as specified in its charter) |
Virginia | 1-08022 | 62-1051971 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
500 Water Street, 15th Floor, Jacksonville, Florida | 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 August 4, 2023, CSX Corporation (the “Company” or “CSX”) announced the separation from employment of Jamie J. Boychuk, Executive Vice President – Operations, effective immediately, under circumstances that make him eligible for severance benefits under the CSX Executive Severance Plan (the “Executive Severance Plan”). Upon his separation, subject to his signing a customary employment separation agreement and release form, Mr. Boychuk will be eligible to receive compensation and benefits in accordance with the Executive Severance Plan, the terms of which are described in CSX’s 2023 Proxy Statement filed with the Securities and Exchange Commission on March 24, 2023 and the Current Report on Form 8-K filed with the Commission on July 12, 2023.
| Item 7.01. | Regulation FD Disclosure. |
On August 4, 2023, the Company issued a press release announcing the leadership change mentioned above. 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.
| Item 9.01. | Financial Statements and Exhibits. |
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/ Nathan D. Goldman |
| | | | | Name: | Nathan D. Goldman |
| | | | | Title: | Executive Vice President – Chief Legal Officer & Corporate Secretary |
DATE: August 4, 2023
