8-KOther EventsExhibits & Filings

CSX CORP 8-K Report, Corporate Update (Jun 20, 2008)

Filed June 20, 2008For Securities:CSX

Summary

CSX Corporation (CSX) filed a Form 8-K on June 19, 2008, to disclose the filing of a purported class action lawsuit against its directors on June 6, 2008. The lawsuit, filed by Louis Steger in Florida state court, alleges breaches of fiduciary duty related to the solicitation of proxies for CSX's 2008 annual shareholder meeting. The plaintiff seeks to correct alleged misstatements and omissions in proxy filings and requests equitable relief and costs. The company and its directors firmly believe the allegations are without merit and intend to vigorously defend against the lawsuit. The filing also includes the form of shareholder ballot to be used at the June 25, 2008, annual meeting, which allows for submission in person or by electronic transmission.

Key Highlights

  • 1CSX Corporation disclosed a class action lawsuit filed against its directors on June 6, 2008.
  • 2The lawsuit alleges breaches of fiduciary duty concerning proxy solicitations for the 2008 annual shareholder meeting.
  • 3The plaintiff seeks injunctive relief to correct alleged misstatements and omissions in proxy filings.
  • 4The company and its directors intend to vigorously defend against the lawsuit, believing the allegations are without merit.
  • 5The filing also provides the form of the shareholder ballot for the upcoming June 25, 2008, annual meeting.
  • 6Shareholder ballots can be submitted in person or via electronic transmission.

Frequently Asked Questions

A purported class action lawsuit was filed by Louis Steger against CSX Corporation's directors, alleging breaches of fiduciary duty in connection with the solicitation of proxies for the 2008 annual shareholder meeting. The plaintiff claims there were misstatements and omissions in the company's proxy filings.

The plaintiff is seeking injunctive relief to direct the directors to cure the alleged misstatements and omissions in the proxy filings, as well as appropriate equity relief to remedy the alleged breaches of fiduciary duties. They also seek costs, including attorneys', accountants', and experts' fees.

CSX Corporation and its directors believe the allegations in the lawsuit are without merit and intend to defend against them vigorously.

The filing also includes the form of the shareholder ballot that will be used at the CSX 2008 annual meeting of shareholders on June 25, 2008. This ballot can be submitted in person at the meeting or by electronic transmission to a company representative.