8-KLeadership ChangesExhibits & Filings

CSX CORP 8-K Report, Executive Changes (Dec 19, 2019)

Filed December 19, 2019For Securities:CSX

Summary

CSX Corporation (CSX) announced a change in its Board of Directors on December 19, 2019, with the appointment of Suzanne M. Vautrinot as an independent director. Ms. Vautrinot, founder and president of Kilovolt Consulting, Inc., a cybersecurity strategy and technology consulting firm, brings expertise in a critical and evolving area for many corporations. Her appointment, effective immediately, increases the Board size to eleven members and strengthens its oversight capabilities, particularly in the areas of auditing and corporate governance, as she has been appointed to serve on both the Audit Committee and the Governance Committee. This strategic addition to the Board suggests CSX's commitment to enhancing its governance and cybersecurity preparedness. Investors should note that Ms. Vautrinot's compensation will align with the standard compensation for non-employee directors, as previously detailed in the company's proxy statement. The filing also confirms the inclusion of the press release announcing her appointment as an exhibit.

Key Highlights

  • 1CSX appointed Suzanne M. Vautrinot to its Board of Directors, effective December 19, 2019.
  • 2Ms. Vautrinot brings cybersecurity expertise as the Founder and President of Kilovolt Consulting, Inc.
  • 3The Board determined Ms. Vautrinot meets independence standards under SEC and NASDAQ rules.
  • 4She has been appointed to serve on the Audit Committee and the Governance Committee.
  • 5Her appointment increases the size of the Board from ten to eleven directors.
  • 6Ms. Vautrinot will receive compensation consistent with other non-employee directors.
  • 7The filing includes a press release as Exhibit 99.1 detailing the appointment.

Frequently Asked Questions

This 8-K filing primarily announces the appointment of a new independent director, Suzanne M. Vautrinot, to CSX Corporation's Board of Directors and details her committee assignments.

Suzanne M. Vautrinot brings significant expertise in cybersecurity, as she is the Founder and President of Kilovolt Consulting, Inc., a firm specializing in cybersecurity strategy and technology consulting.

Ms. Vautrinot's appointment increases the size of the Board of Directors from ten to eleven members and strengthens its oversight functions by adding her to the Audit Committee and the Governance Committee.

No, Ms. Vautrinot will receive compensation consistent with that provided to all other non-employee directors, as outlined in the company's previous proxy statement.