8-KCorporate ChangesRegulation FDExhibits & Filings

CSX CORP 8-K Report, Bylaw Amendment (May 4, 2011)

Filed May 4, 2011For Securities:CSX

Summary

CSX Corporation (CSX) announced significant corporate actions on May 4, 2011, aimed at enhancing shareholder value and increasing financial flexibility. The company's Board of Directors approved a three-for-one stock split, effective May 31, 2011, which will increase the number of outstanding shares and proportionally reduce the price per share. This move is intended to make the stock more accessible to a broader range of investors. In conjunction with the stock split, CSX also substantially increased its authorized share capital by amending its Articles of Incorporation to raise the limit from 600 million to 1.8 billion shares. Furthermore, the company announced a substantial $2 billion share buyback program, signaling confidence in its stock value and a commitment to returning capital to shareholders. Complementing these actions, CSX declared a quarterly cash dividend of $0.36 per share on a pre-split basis (equivalent to $0.12 post-split), marking a significant 38% increase and underscoring the company's strong financial performance.

Key Highlights

  • 1CSX Corporation approved a 3-for-1 stock split for its common stock, effective May 31, 2011.
  • 2The company amended its Articles of Incorporation to increase authorized common stock from 600 million to 1.8 billion shares to accommodate the stock split and future needs.
  • 3A new $2 billion share buyback program was authorized by the Board of Directors.
  • 4The quarterly cash dividend was increased by 38% to $0.36 per share (pre-split basis), or $0.12 per share (post-split basis).
  • 5Dividend and stock split record date is May 31, 2011, with additional shares from the split distributed on June 15, 2011.
  • 6Shareholders will receive additional shares in book-entry form, eliminating the need to exchange physical stock certificates.

Frequently Asked Questions

After the stock split, for every one share of CSX common stock you owned as of May 31, 2011, you will have three shares. The total value of your investment should remain the same immediately after the split, but the price per share will be one-third of the pre-split price.

The stock split becomes effective on May 31, 2011, at 5:00 p.m. Eastern Time. The additional shares resulting from the split will be distributed to shareholders of record on May 31, 2011, on June 15, 2011, via a direct registration statement.

The increase in authorized shares from 600 million to 1.8 billion is primarily to provide sufficient shares for the 3-for-1 stock split and to allow for future flexibility in issuing stock for potential acquisitions, employee stock plans, or other corporate purposes.

The $2 billion share buyback program allows CSX to repurchase its own stock in the open market. This can increase earnings per share by reducing the number of outstanding shares and signals management's belief that the stock is undervalued, potentially supporting the stock price.