UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a Party other than the Registrant |
| CHECK THE APPROPRIATE BOX: | ||
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement | |
| ☑ | Definitive Additional Materials | |
| ☐ | Soliciting Material Under Rule 14a-12 | |
CSX Corporation
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX): | |||
| ☑ | No fee required. | ||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | ||
| 1) Title of each class of securities to which transaction applies: | |||
| 2) Aggregate number of securities to which transaction applies: | |||
| 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||
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| ☐ | Fee paid previously with preliminary materials: | ||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | ||
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 6, 2020.
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 6, 2020.
CSX CORPORATION
CSX CORPORATION
C/O BROADRIDGE
P.O. BOX 1342
BRENTWOOD, NY 11717
| Meeting Information | |
| Meeting Type: Annual Meeting | |
| For holders as of: March 6, 2020 | |
| Date: May 6, 2020 Time: 10:00 a.m. EDT | |
| Location: | Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/CSX2020. |
The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/CSX2020 and be sure to have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page).
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com/csx, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
| See the reverse side of this notice to obtain proxy materials and voting instructions. |
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com/csx, or scan the QR Barcode below.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one.You can also submit your preference to receive paper or e-mail delivery of future meeting materials. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
| 1) BY INTERNET: | www.proxyvote.com/csx |
| 2) BY TELEPHONE: | 1-800-579-1639 |
| 3) BY E-MAIL*: | sendmaterial@proxyvote.com |
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
Please make the request as instructed above on or before April 22, 2020 to facilitate timely delivery.
Please make the request as instructed above on or before April 22, 2020 to facilitate timely delivery.
| How To Vote Please Choose One of the Following Voting Methods |
 |
Vote By Internet:
Before The Meeting:
Go to www.proxyvote.com/csx or from a smartphone, scan the QR Barcode above. Use the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and follow the instructions.
During The Meeting:
Go to www.virtualshareholdermeeting.com/CSX2020. Use the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
| Voting Items |
| The Board of Directors recommends you vote FOR Proposals 1, 2 and 3. | ||
| 1. | Election of Directors | |
| Nominees: | ||
| 1a. | Donna M. Alvarado | |
| 1b. | Pamela L. Carter | |
| 1c. | James M. Foote | |
| 1d. | Steven T. Halverson | |
| 1e. | Paul C. Hilal | |
| 1f. | John D. McPherson | |
| 1g. | David M. Moffett | |
| 1h. | Linda H. Riefler | |
| 1i. | Suzanne M. Vautrinot | |
| 1j. | J. Steven Whisler | |
| 1k. | John J. Zillmer | |
| 2. | The ratification of the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2020; and |
| 3. | Advisory (non-binding) resolution to approve compensation for the Company's named executive officers. |
