8-KShareholder Matters

CSX CORP 8-K Report, Shareholder Vote Results (Jun 8, 2017)

Filed June 8, 2017For Securities:CSX

Summary

This 8-K filing from CSX Corporation reports the results of its Annual Meeting of Shareholders held on June 5, 2017. Key outcomes include the overwhelming approval of the thirteen nominated directors to the Board, the ratification of Ernst & Young LLP as the independent registered public accounting firm for 2017, and the advisory approval of executive compensation. Notably, shareholders also approved, on an advisory basis, holding future executive compensation votes annually and supported the reimbursement arrangements related to the retention of CEO E. Hunter Harrison.

Key Highlights

  • 1All thirteen nominated directors were overwhelmingly elected to the CSX Board of Directors.
  • 2Shareholders ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year 2017.
  • 3The compensation of CSX's named executive officers received advisory approval from shareholders.
  • 4Shareholders approved, on a non-binding advisory basis, the holding of future executive compensation votes annually.
  • 5Reimbursement arrangements associated with the retention of CEO E. Hunter Harrison were approved on an advisory basis.
  • 6A significant number of broker non-votes were recorded across several proposals, a common occurrence in such meetings.

Frequently Asked Questions

Yes, all thirteen nominated individuals were elected to the CSX Board of Directors, with substantial 'For' votes exceeding 'Against' and 'Abstain' votes combined for each nominee.

Yes, shareholders ratified the appointment of Ernst & Young LLP as CSX's independent registered public accounting firm for 2017, with a strong majority of votes in favor.

Shareholders approved, on an advisory (non-binding) basis, the compensation of CSX's named executive officers. The 'For' votes significantly outnumbered the 'Against' votes.

Yes, based on the advisory vote, CSX will continue to hold annual advisory votes on executive compensation. Shareholders approved holding these votes on an annual basis.