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CSX > SEC Filings for CSX > Form 8-K on 8-May-2014All Recent SEC Filings

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Form 8-K for CSX CORP


Change in Directors or Principal Officers, Submission of Matters to a Vote of Security H

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 6, 2014, the Compensation Committee of the CSX Board of Directors approved and adopted a long-term incentive program that seeks to motivate and reward certain employees. It is comprised of two separate components - Performance Units and Restricted Stock Units ("RSUs").

The Performance Units were awarded under the CSX 2014-2016 Long Term Incentive Plan (the "Plan"), which is attached hereto as Exhibit 10.1. Payouts of the Performance Units will be based on the achievement of goals related to operating ratio and return on assets ("ROA"), with each measure excluding nonrecurring items as disclosed in the Company's financial statements. The 2014-2016 cycle will measure cumulative operating ratio and average ROA over an 11-quarter period running from the second quarter of 2014 through the fourth of quarter of 2016. Operating ratio and ROA will each comprise 50% of the total payout opportunity for participants and each will be measured independently of the other.

Operating ratio is defined as operating expense divided by operating revenue. Return on assets will be calculated using tax-adjusted operating income divided by net property, which is comprised of gross property less accumulated depreciation.

The Performance Units were awarded on May 6, 2014, and included the following specific target grants for the named executive officers: Michael J. Ward, Chairman of the Board, President and Chief Executive Officer - 186,966; Oscar Munoz, Executive Vice President and Chief Operating Officer of CSX Transportation - 53,419; Clarence W. Gooden, Executive Vice President and Chief Commercial Officer - 53,419; Fredrik J. Eliasson, Executive Vice President and Chief Financial Officer - 53,419; and Ellen M. Fitzsimmons, Executive Vice President - Law and Public Affair, General Counsel and Corporate Secretary - 40,064. Potential payouts range from zero to 200% of the target awards depending on Company performance against predetermined goals. Performance Units will be paid out, if at all, in the form of CSX common stock in early 2017. Payouts for certain executive officers are subject to downward adjustment by up to 30% based upon total shareholder return relative to specified comparator groups.

The RSUs were also granted on May 6, 2014, and included the following specific grants to the named executive officers: Mr. Ward - 62,322; Mr. Munoz - 17,806; Mr. Gooden - 17,806; Mr. Eliasson - 17,806; and Ms. Fitzsimmons - 13,355. The RSUs vest in May, 2017, and will be settled by delivery of a number of shares of CSX common stock equal to the number of RSUs granted, assuming completion of a three-year vesting period.

On May 6, 2014, the Compensation Committee also approved change of control agreements for the executive officers listed above. The change of control agreements replace recently expired agreements and terminate upon the earlier of three years from the date of execution or the executive's retirement. The other terms of the change of control agreements are consistent with the terms of the prior change of control agreements, as described in our 2014 annual proxy statement. A form of the change of control agreement is attached hereto as Exhibit 10.2.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Item 1: CSX's Annual Meeting of Shareholders was held on
        Wednesday, May 7, 2014. The following thirteen persons
        were elected to the Board of Directors:

                         For      Against    Abstain  Broker Non-Votes    Total
Donna M. Alvarado    675,381,693 9,316,717  2,902,181   168,003,838    855,604,429
John B. Breaux       677,030,542 7,673,474  2,896,575   168,003,838    855,604,429
Pamela L. Carter     678,401,276 6,346,494  2,852,821   168,003,838    855,604,429
Steven T. Halverson  675,159,947 9,542,025  2,898,619   168,003,838    855,604,429
Edward J. Kelly, III 666,096,756 18,669,508 2,834,327   168,003,838    855,604,429
Gilbert H. Lamphere  678,766,749 6,012,948  2,820,894   168,003,838    855,604,429
John D. McPherson    679,412,723 5,361,161  2,826,707   168,003,838    855,604,429
Timothy T. O'Toole   677,248,329 7,468,441  2,883,821   168,003,838    855,604,429
David M. Ratcliffe   678,376,385 6,435,550  2,788,656   168,003,838    855,604,429
Donald J. Shepard    670,058,327 14,749,048 2,793,216   168,003,838    855,604,429
Michael J. Ward      658,921,215 23,480,261 5,199,115   168,003,838    855,604,429
J.C. Watts, Jr.      676,775,014 7,923,222  2,902,355   168,003,838    855,604,429
J. Steven Whisler    674,620,719 10,113,382 2,866,490   168,003,838    855,604,429

Item 2: Shareholders ratified the appointment of Ernst & Young
LLP as CSX's independent registered public accounting firm for 2014. Stockholders cast 842,567,004 votes for the appointment, 10,638,623 votes against the appointment and abstained from casting 2,398,802 votes on the appointment of the independent registered public accounting firm.

Item 3: Shareholders approved, on an advisory (non-binding)
basis, the compensation of certain executive officers, by the votes set forth in the table below:

For Against Abstain Broker Non-Votes Total 654,399,938 27,525,875 5,674,778 168,003,838 855,604,429

Item 4: Shareholders voted against the shareholder proposal to
allow action by written consent, by the votes set forth in the table below:

For Against Abstain Broker Non-Votes Total 246,059,207 435,044,314 6,497,070 168,003,838 855,604,429

No other matters were submitted for shareholder action.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed as a part of this Report.

  No.     Description

10.1      CSX 2014-2016 Long-Term Incentive Plan.

10.2      Form of Change of Control Agreement



Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


By: /s/ Ellen M. Fitzsimmons
Ellen M. Fitzsimmons
Executive Vice President, Law and Public Affairs,
General Counsel and Corporate Secretary

Date: May 8, 2014

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