8-KCorporate ChangesExhibits & Filings

CSX CORP 8-K Report, Bylaw Amendment (Jul 11, 2017)

Filed July 11, 2017For Securities:CSX

Summary

CSX Corporation (CSX) filed an 8-K on July 11, 2017, to announce an amendment to its Bylaws, primarily changing its fiscal year end from the last Friday of December to December 31, aligning with the calendar year. This change, effective July 7, 2017, is not expected to materially impact the comparability of financial results between fiscal year 2016 and 2017. The company also noted that this shift does not qualify as a change in fiscal year for reporting purposes under SEC rules, thus avoiding the need for a transition report. Additionally, a specific reference to the company's 2017 annual meeting in the Bylaws was removed as it had become obsolete.

Key Highlights

  • 1CSX Corporation has officially adopted a calendar fiscal year, ending on December 31st, effective July 7, 2017.
  • 2The prior fiscal year end was the last Friday of December, following a 52/53 week convention.
  • 3The company anticipates no material impact on the comparability of financial results between FY2016 and FY2017 due to this change.
  • 4This change will not necessitate a transition report filing, as it's considered a minor adjustment under SEC regulations.
  • 5The amendment to the Bylaws also removed a dated reference to the 2017 annual meeting.
  • 6The updated Amended and Restated Bylaws, effective July 7, 2017, are filed as Exhibit 3.1.

Frequently Asked Questions

The primary change is the amendment to CSX Corporation's Bylaws to shift its fiscal year end from the last Friday of December to December 31st, aligning it with the calendar year. This change became effective on July 7, 2017.

CSX does not expect this change to materially impact the comparability of its financial results between fiscal year 2016 and fiscal year 2017. The change is being implemented on a prospective basis, and prior period operating results will not be adjusted.

No, CSX will not be required to file a transition report. The company states that this change is not considered a change in fiscal year for reporting purposes under SEC rules because the new fiscal year commences within seven days of the prior fiscal year end.

Yes, the amendment to the Bylaws also removed a specific reference to the company's 2017 annual meeting, which was considered obsolete as the meeting had already taken place on June 5, 2017.