What is the total number of CSX common shares authorized and outstanding?

As of June 30, 2018, CSX Corporation had 1,800,000,000 shares of common stock authorized and 858,810,557 shares issued and outstanding.

Does CSX have any preferred stock outstanding?

No, as of June 30, 2018, there were no shares of preferred stock issued and outstanding. However, the company's Board of Directors is authorized to issue preferred stock in series.

What impact does the Virginia Stock Corporation Act (VSCA) have on CSX?

While the VSCA contains anti-takeover provisions like 'Affiliated Transactions,' CSX shareholders voted in 2006 to opt out of these specific provisions. However, certain major corporate actions such as mergers, sales of substantially all assets, and dissolution still require majority shareholder approval under CSX's articles of incorporation.

What are the voting rights of CSX common stockholders?

Holders of CSX common stock are entitled to one vote per share on all matters voted on by shareholders. Directors are elected annually by a majority of the votes cast, unless there are more nominees than positions, in which case directors are elected by a plurality of votes cast.

CSX 8-K SEC Disclosure — Jul 19, 2018

Summary

This 8-K filing by CSX Corporation on July 19, 2018, provides an updated description of its common stock for the purpose of SEC filings. It details the authorized and outstanding share counts for common and preferred stock as of June 30, 2018, confirming 1,800,000,000 authorized shares of common stock with 858,810,557 issued and outstanding. The filing also outlines the rights associated with common stock, including voting rights, dividend entitlement, and liquidation distribution rights. It notes that CSX's common stock is listed on the Nasdaq Global Select Market under the ticker 'CSX'. Furthermore, the report elaborates on the company's preferred stock authorization and the board's authority to issue it in series, specifying potential characteristics like dividend rates, redemption terms, and conversion rights. The filing emphasizes that issuing preferred stock could impact common stockholders' voting power and potentially deter takeover attempts. A significant portion also discusses the Virginia Stock Corporation Act (VSCA) and its anti-takeover provisions, including 'Affiliated Transactions.' However, CSX shareholders voted to opt out of these specific VSCA provisions in 2006, although certain actions like mergers, asset sales, and dissolution still require majority shareholder approval.

Key Highlights

1CSX Corp. updated its Description of Common Stock in this 8-K filing.
2As of June 30, 2018, CSX had 858,810,557 shares of common stock issued and outstanding out of 1,800,000,000 authorized.
3No shares of preferred stock were issued or outstanding as of June 30, 2018.
4Common stockholders are entitled to one vote per share and ratably share in dividends and liquidation distributions, subject to any preferred stock rights.
5CSX's common stock is listed on the Nasdaq Global Select Market under the ticker symbol 'CSX'.
6The company's Board of Directors has the authority to issue preferred stock, which could affect common stockholders' rights and potentially act as an anti-takeover measure.
7CSX shareholders previously voted to 'opt out' of certain anti-takeover provisions of the Virginia Stock Corporation Act ('Affiliated Transactions').

CSX CORP 8-K Report, Corporate Update (Jul 19, 2018)

Summary

Key Highlights

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