Summary
CSX Corporation (CSX) filed an 8-K report on May 7, 2014, detailing key executive compensation changes and the outcomes of its Annual Shareholder Meeting held on May 5, 2014. The Compensation Committee approved a new long-term incentive program for certain employees, comprising Performance Units and Restricted Stock Units (RSUs). This program is designed to align executive pay with company performance, with payouts for Performance Units tied to operating ratio and return on assets (ROA) over an 11-quarter period. Additionally, the filing confirms the election of thirteen directors to the Board and the ratification of Ernst & Young LLP as the independent auditor. Shareholder votes also approved the executive compensation on an advisory basis. However, a shareholder proposal to allow action by written consent was voted down. The report also discloses updated change of control agreements for executive officers.
Key Highlights
- 1CSX implemented a new long-term incentive program for executives based on operating ratio and return on assets (ROA) for the 2014-2016 period.
- 2Performance Units have a potential payout ranging from 0% to 200% of target awards and will be settled in CSX common stock in early 2017.
- 3Restricted Stock Units (RSUs) granted will vest in May 2017, subject to a three-year vesting period.
- 4All thirteen nominated directors were elected to the Board of Directors at the Annual Shareholder Meeting.
- 5Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2014.
- 6The compensation of certain executive officers was approved on an advisory (non-binding) basis.
- 7A shareholder proposal to allow action by written consent was rejected by the shareholders.