Form 8-K - Current report

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.

(d)	The following exhibits are being furnished herewith:

99.1	Press Release, dated August 4, 2023
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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

Exhibit 99.1

CSX Announces Departure of Operations Executive Jamie Boychuk

JACKSONVILLE, Fla. – August 4, 2023 – CSX (NASDAQ: CSX) announced today that Jamie Boychuk, executive vice president of Operations, is leaving the company. President and Chief Executive Officer Joe Hinrichs thanked Boychuk for his role in the implementation of scheduled railroading and cited the company’s depth of operational experience that will ensure continuity while CSX searches for a successor.

“On behalf of CSX and all our stakeholders, I would like to thank Jamie for his six years of service and contributions to our company, and we wish him all the best in his future endeavors,” Hinrichs said.

Hinrichs added, “CSX has an experienced operations leadership team that helped guide our operational transformation into a top-performing transportation company, and who will continue to implement and strengthen the scheduled railroading guiding principles that have been the foundation of our success.”

Ricky Johnson, senior vice president of Transportation, and Casey Albright, senior vice president of Network Operations and Service Design, will report directly to Hinrichs as the company conducts an internal and external search prior to naming a new head of all operations functions. Johnson, who oversees all field operations, has over 30 years of experience in the railroad industry, including 22 years of service at CSX. Similarly, Albright has 25 years of service at CSX in various leadership roles. In his current position, he oversees fluid traffic flow across the CSX network, leading the design of service plans that support performance improvement and meet customer needs.

“Our seasoned operations leadership team and talented field leaders will remain focused on executing our proven operational plan and drive growth by providing an ever-improving service product to customers. I have the highest confidence in our entire ONE CSX team, which has embraced our culture of working collaboratively to deliver strong safety and service results, positioning us to continue providing enhanced value for our shareholders and other key stakeholders,” Hinrichs said.

About CSX and its Disclosures

CSX, based in Jacksonville, Florida, is a premier transportation company. It provides rail, intermodal and rail-to-truck transload services and solutions to customers across a broad array of markets, including energy, industrial, construction, agricultural, and consumer products. For nearly 200 years, CSX has played a critical role in the nation's economic expansion and industrial development. Its network connects every major metropolitan area in the eastern United States, where nearly two-thirds of the nation's population resides. It also links more than 240 short-line railroads and more than 70 ocean, river and lake ports with major population centers and farming towns alike. More information about CSX Corporation and its subsidiaries is available at www.csx.com. Like us on Facebook (http://www.facebook.com/OfficialCSX) and follow us on Twitter (http://twitter.com/CSX).

This announcement, as well as additional financial information, is available on the Company's website at http://investors.csx.com. CSX also uses social media channels to communicate information about the company. Although social media channels are not intended to be the primary method of disclosure for material information, it is possible that certain information CSX posts on social media could be deemed to be material. Therefore, we encourage investors, the media, and others interested in the company to review the information we post on Twitter (http://twitter.com/CSX) and on Facebook (http://www.facebook.com/OfficialCSX). The social media channels used by CSX may be updated from time to time. More information about CSX Corporation and its subsidiaries is available at www.csx.com.

Contact:

Matthew Korn, CFA, Investor Relations

904-366-4515

Bryan Tucker, Corporate Communications

855-955-6397

###

Cover	Aug. 04, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 04, 2023
Entity File Number	1-08022
Entity Registrant Name	CSX CORPORATION
Entity Central Index Key	0000277948
Entity Tax Identification Number	62-1051971
Entity Incorporation, State or Country Code	VA
Entity Address, Address Line One	500 Water Street
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32202
City Area Code	904
Local Phone Number	359-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1 Par Value
Trading Symbol	CSX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false