8-KLeadership ChangesExhibits & Filings

CSX CORP 8-K Report, Executive Changes (Jul 1, 2010)

Filed July 1, 2010For Securities:CSX

Summary

CSX Corporation (CSX) announced on June 29, 2010, the appointment of Pamela L. Carter to its Board of Directors. This appointment expands the Board from eleven to twelve members. Ms. Carter, a seasoned executive with experience as President of Cummins Distribution, has been deemed independent by CSX and will serve on the Governance and Operations and Public Affairs Committees. Her compensation will align with that of other non-employee directors, as detailed in the company's prior proxy statement. This addition to the Board signifies a move to potentially strengthen governance and operational oversight, bringing in external expertise. Investors should note that Ms. Carter's role and committee assignments suggest a focus on key strategic areas. The company has also attached the press release announcing this appointment as an exhibit to the filing.

Key Highlights

  • 1Pamela L. Carter appointed to CSX Corporation's Board of Directors, effective June 29, 2010.
  • 2Board size increased from eleven to twelve directors.
  • 3Ms. Carter is currently President of Cummins Distribution, a significant division of Cummins Inc.
  • 4The Board has determined Ms. Carter meets independence standards for the SEC and NYSE.
  • 5Ms. Carter appointed to the Governance and Operations and Public Affairs Committees.
  • 6Compensation for Ms. Carter will be consistent with other non-employee directors.
  • 7Press release announcing the appointment filed as Exhibit 99.1.

Frequently Asked Questions

Pamela L. Carter is a 60-year-old executive who serves as the President of Cummins Distribution, a $1.8 billion division of Cummins Inc. Her appointment to the CSX Board brings her extensive experience in corporate leadership.

Ms. Carter's appointment increases the size of the Board and brings in new independent expertise. Her assignment to the Governance and Operations and Public Affairs Committees suggests a focus on these critical areas of the company's strategic direction and oversight.

Ms. Carter will receive compensation consistent with that provided to all other non-employee directors of CSX Corporation. Specific details of this compensation were outlined in the Company's Proxy Statement filed on March 24, 2010.

The appointment of an independent director and her placement on specific committees, such as Governance and Operations, could signal a commitment to strengthening corporate governance and operational oversight. However, further analysis would be needed to confirm any structural changes.