CSX CSX Corporation

AMENDMENT to the Proxy Statement DATED MARCH 22, 2022

For the 2022 Annual Meeting of Shareholders

 To Be Held on May 4, 2022

This Amendment No. 1 to the Proxy Statement, dated April 22, 2022 (the “Amendment”) amends the definitive proxy statement (the “Proxy Statement”) of CSX Corporation (together with its subsidiaries, “CSX” or the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on March 22, 2022 in connection with the solicitation of proxies by the Board of Directors of the Company (the “Board”) for use at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”).

The Annual Meeting is scheduled to be held at 10:00 a.m. (EDT) on Wednesday, May 4, 2022. There will be no physical location for shareholders to attend. Shareholders may only participate online at www.virtualshareholdermeeting.com/CSX2022.

Except as to the matters specifically discussed herein, the Amendment does not otherwise modify or update any other disclosures presented in the Proxy Statement. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings assigned to such terms in the Proxy Statement. THE PROXY STATEMENT CONTAINS IMPORTANT ADDITIONAL INFORMATION AND THIS AMENDMENT SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

Only shareholders of record at the close of business on March 8, 2022 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof.

RECENT DEVELOPMENTS

Chris Larson, an employee of the Company, has filed a preliminary proxy statement with the SEC indicating his intention to solicit proxies from the Company's shareholders to be elected to the Board of Directors.

Background

On February 4, 2022, we received notice from Mr. Larson of his intent to present himself for nomination as a director at the Annual Meeting.

On March 22, 2022, the Company commenced mailing the Proxy Statement to its shareholders.

On April 12, 2022, Mr. Larson filed a preliminary proxy statement with the SEC indicating his intent to solicit proxies in favor of his election to the Board. According to that proxy statement, Mr. Larson owns 135 shares of common stock and five shares in record name.

CSX Transformation

Beginning in 2017, CSX undertook an ambitious, comprehensive transformation of the Company. The first phase of the transition focused on implementing a new operating model to improve service levels, operating efficiency and financial performance while simultaneously ensuring or enhancing safety and reducing environmental impact.

Scheduled railroading is built upon the development of and strict adherence to a granular scheduled service plan. In our experience, this approach is proven to materially enhance labor and asset productivity, enhance efficiency and improve service levels and reliability. Based on five guiding principles—safety, service, cost control, asset utilization and people—scheduled railroading is both an operating model and a culture that embodies a shared commitment to excellence. The Board has overseen the execution of this operating model to the great benefit of the Company’s shareholders, customers, employees and other stakeholders. As a result of the renewed focus on driving an efficient, customer-focused railroad, the Company has generated record productivity, profits and service levels while maintaining strong safety performance since 2017.

In 2021, CSX began the second phase of our transformation—the pivot to growth mode. Because our new operating model enabled us to provide far superior service to our shippers, our rail service became an attractive alternative to customers whose needs historically could be met solely by trucks. We have therefore been able to enter new markets in which we could not historically compete. This growth strategy is without modern precedent in railroading.

Financial Performance

Strong stockholder value creation. Since 2016, CSX’s value, as measured by its market capitalization, has increased from approximately $33.7 billion as of December 30, 2016 to approximately $83.4 billion as of December 31, 2021. Over the five years ending December 31, 2021, the Company delivered a total shareholder return (“TSR”) (including dividends and share repurchases) of 236%, more than any other Class I railroad. The one- and three-year returns of 26% and 89%, respectively, were likewise exceptionally strong, particularly given the significant challenges that we faced during the COVID pandemic. It is important to note that the two other U.S. rails that enjoyed strong TSR during this period explicitly embraced the scheduled railroading operating model shortly after CSX announced its embrace of it.

Record operating performance. Importantly, this shareholder return was achieved while also showing record-breaking fundamental performance, including our lowest ever operating ratio, at 55.3%, and record operating income of $5.59 billion in 2021, as well as improvements in safety, asset utilization, and service. This compares with an operating ratio of 69.4% and operating income of $3.39 billion in 2016—an increase of approximately 65%.

Increased revenues and earnings. CSX’s revenues have grown from $11.4 billion in fiscal year 2017 to $12.5 billion in fiscal year 2021. Revenues in fiscal year 2021 increased 18%, or $1.9 billion, from fiscal year 2020. Earnings per diluted share of $1.68 in fiscal year 2021 also increased 40%, or $0.48, from the prior year.

Steady balance sheet and leverage profile. Since before CSX began implementing its new operating model in 2017, the Company has, from time to time, ensured it was efficiently capitalized through the issuance of long-term debt instruments, commercial paper and bank financing. The Company’s investment-grade rating and leverage levels have remained strong throughout its transition to the new operating model. Total long-term debt has declined as a percentage of EBITDA over the period, increasing to only $16,185 million for the fiscal year ended December 31, 2021 compared to $10,962 million in for the fiscal year ended December 31, 2016.

Advancing ESG

CSX’s new operating drives great benefits not only to shareholders, but also to other stakeholders and to the environment. Customers have enjoyed material improvements to transit times, on time performance, and car availability—overall, a superior service product for our customers, and a safe and rewarding work environment for CSX employees. The Company’s current rail network allows CSX to directly serve every major market in the eastern United States with safe, dependable, environmentally responsible and fuel efficient freight transportation and intermodal service.

Reliable service performance. CSX is committed to continuous improvement in service performance through training, innovation and investment. In the last fiscal year, CSX enjoyed its third best year of train velocity, or the average train speed between origin and destination in miles per hour (“mph”) not including locals, yard jobs, work trains or passenger trains, in the Company’s history, at 17.9 mph in 2021 compared to 15.1 mph in 2017. Dwell, or average amount of time in hours between car arrival to and departure from the yard, improved over the same period, to 10.7 hours in 2021 from 15.1 hours in 2017.

Enhanced customer experience. Innovative tools and technologies enable CSX to drive meaningful improvements to the customer experience. CSX now enables customers to plan, ship, trace and pay for shipments quickly and with secure data through the Company’s ShipCSX platform. CSX has initiated a multi-year effort to improve the platform to meet customer demand, utilize the most up-to-date technological advances and support scheduled railroading.

Improved safety records. At CSX, safety encompasses every aspect of our operations, not just for our employees, but for our customers and the communities in which we operate. CSX has reported an improved safety record since 2017. The Company reported a Federal Railroad Administration (“FRA”) Personal Injury Frequency Index of 0.92 and an FRA Train Accident Rate of 2.90 for fiscal year 2021, compared to fiscal year 2017, when the Company reported an FRA Personal Injury Frequency Index of 1.19 and an FRA Train Accident Rate of 3.17. Most recently, the Company reported an FRA Personal Injury Frequency Index of 0.78 and an FRA Train Accident Rate of 2.75 for the quarter ended March 31, 2022.

CSX prioritizes workplace safety for employees and is committed to continued improvement through enhanced processes, training, technology, communication, and continuous collaboration with customers and peers across the railroad industry. Training programs and processes are focused on injury and accident prevention as well as emergency preparedness. The attainment of key safety targets is a component of management's annual incentive program. In 2021, CSX invested approximately $1.8 billion in critical infrastructure improvements to ensure safety, including track, bridges, signals, equipment and detection technology.

Dedicated workforce. CSX had more than 20,900 employees as of December 2021. Most of the Company’s employees provide or support transportation services, and approximately 16,500 employees were members of a labor union as of December 2021.

CSX recognizes the unique contributions that each person brings to the Company and knows that its people are the foundation of our success. Key to that foundation is building and maintaining a strong talent strategy. CSX is committed to building a culture that empowers employees to deliver value and reach their full potential. To attain our vision to be the best-run railroad in North America, CSX wants every employee to be engaged and inspired as a valued contributor to our collective success. To that end, CSX is developing a “One-CSX” culture that will attract, retain and recognize an inclusive, high performing workforce that is laser-focused on delivering the Company’s vision with passion and urgency. CSX’s one-team approach has four tenets: ensure mission clarity, sustain top talent, unlock potential and cultivate high performance.

MISCELLANEOUS INFORMATION

Voting Standards

Election of Directors. Under the Company’s governing documents, a director is elected by a majority of votes cast for his or her election by the shares entitled to vote at a meeting at which a quorum is present, except in a contested election. In a contested election, where the number of nominees for director election exceeds the number of directors to be elected, directors are elected by a plurality of the votes cast. Because there are 11 seats on the Company’s Board, the 11 candidates with the most “FOR” votes for their election will be elected to the board. Votes “against” or “withheld” will have no effect. Abstention and broker non-votes will also have no effect.

Participants in the Solicitation

Under applicable SEC regulations, members of the Board and certain officers and employees of the Company are “participants” with respect to the Company’s solicitation of proxies in connection with the Annual Meeting. Certain information concerning these “participants” is set forth in the Proxy Statement and in Annex A to this Amendment.

Solicitation of Proxies; Expenses

We will pay the cost of soliciting proxies. As a result of the proxy solicitation by Mr. Larson, we will incur additional costs in connection with the solicitation of proxies. We have retained D.F. King for certain advisory and solicitation services. Excluding amounts that we would have expended for a solicitation in the absence of a proxy contest, and excluding the compensation of our directors and employees involved in the solicitation, the aggregate expenses are estimated to be approximately $300,000, approximately $100,000 of which has been incurred to date. These expenses, which are estimates that may change, include the fees of D.F. King, outside counsel and other advisors, as well as retaining an independent inspector of election.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 4, 2022. The Proxy Statement and the 2021 Annual Report are available at www.proxyvote.com.

Annex A

Additional Information Regarding Participants in the Solicitation

Under applicable SEC rules and regulations, members of the Board, the nominees to the Board, and certain officers and other employees of the Company are “participants” with respect to the Company’s solicitation of proxies in connection with the Annual Meeting. The following sets forth certain information about the persons who are “participants.”

(a)       “Participant” is defined to include (i) any director and any nominee for whose election proxies are solicited; (ii) any committee or group which solicits proxies, any of their respective members, and any person whether or not named as a member who, acting alone or with one or more other persons, directly or indirectly, takes the initiative, or engages, in organizing, directing, or arranging for the financing of any such committee or group; (iii) any person who finances or joins with another to finance the solicitation of proxies, except persons who contribute not more than $500 and who are not otherwise participants; (iv) any person who lends money or furnishes credit or enters into any other arrangements, pursuant to any contract or understanding with a participant, for the purpose of financing or otherwise inducing the purchase, sale, holding or voting of the Company’s securities by any participant or other persons, in support of or in opposition to a participant; except that such terms do not include a bank, broker or dealer who, in the ordinary course of business, lends money or executes orders for the purchase or sale of securities and who is not otherwise a participant; and (v) any person who solicits proxies.

Information Regarding Ownership of Company’s Securities by Participants

The number of Company securities beneficially owned by directors and named executive officers as of March 1, 2022 is set forth under the “Security Ownership of Management and Certain Beneficial Owners” section of the Proxy Statement. The number of shares of our common stock beneficially owned as of March 1, 2022 by the Company’s other officers and employees who are not directors or named executive officers but are “participants” is set forth below. Indirect ownership includes shares owned by a spouse, dependent child, family trust, or through a company savings plan. Except as otherwise noted in the footnotes below, each person or entity identified in the table below, to our knowledge, has sole voting and investment power with respect to the securities they hold, other than property rights of spouses.

Information Regarding Transactions of the Company’s Securities by Participants

The following tables set forth purchases and sales of shares of our common stock during the period from March 1, 2020 to March 1, 2022 by the persons listed above under “Directors and Nominees” and “Certain Officers and Other Employees.” None of the purchase price or market value of the securities listed below is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.

On June 28, 2021, the Company announced a 3-for-1 split of its common stock, and all share numbers relating to transactions occurring after that date were adjusted accordingly.

Miscellaneous Information Regarding Participants

Except as described in this Annex A to the Amendment or as disclosed in the Proxy Statement, neither any participant nor any of their respective associates or affiliates (together, the “Participant Affiliates”) is either a party to any transaction or series of transactions since January 1, 2021 or has knowledge of any current proposed transaction (i) to which the Company or any of its subsidiaries was or is to be a participant, (ii) in which the amount involved exceeds $120,000 and (iii) in which any participant or Participant Affiliate had, or will have, a direct or indirect material interest. Furthermore, except as described in this Annex A to the Amendment or as disclosed in the Proxy Statement, (a) no participant or Participant Affiliate, directly or indirectly, beneficially owns any securities of the Company or any securities of any subsidiary of the Company, and (b) no participant owns any securities of the Company of record but not beneficially.

Except as described in this Annex A to the Amendment or as disclosed in the Proxy Statement, no participant or Participant Affiliate has entered into any agreement or understanding with any person with respect to any future employment by the Company or any of its affiliates or any future transactions to which the Company or any of its affiliates will or may be a party.

Except as described in this Annex A to the Amendment or as disclosed in the Proxy Statement, there are no contracts, arrangements or understandings by any participant or Participant Affiliate since January 1, 2021 with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

Except as described in this Annex A to the Amendment or as disclosed in the Proxy Statement, and excluding any director or executive officer of the Company acting solely in that capacity, no person who is a party to an arrangement or understanding pursuant to which a nominee for election as director is proposed to be elected has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the annual meeting.

Except as described in this Annex A to the Amendment or as disclosed in the Proxy Statement, there are no material legal proceedings to which any participant or Participant Affiliate or any of their associates is a party adverse to, or has a material interest adverse to, the Company or any of its subsidiaries.