Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 8, 2020, the Board of Directors (the "Board") of CSX Corporation ("CSX")
appointed James L. Wainscott to serve as a member of the Board. Mr. Wainscott,
63, is the former Chairman, President and Chief Executive Officer of AK Steel
Holding Corporation, a leading steel production and manufacturing company.
The Board determined that Mr. Wainscott qualifies as independent under the
director independence standards set forth in the rules and regulations of the
Securities and Exchange Commission ("SEC") and the applicable NASDAQ listing
standards. Mr. Wainscott was appointed to serve on the Finance Committee of the
Board. He will receive compensation consistent with that provided to all
non-employee directors, as described in the Company's Proxy Statement dated
March 25, 2020. His appointment increases the size of the Board from ten
directors to eleven.
Mr. Wainscott's appointment is the result of a director search started several
months ago to address the potential attrition of a director who is contemplating
his retirement from the Board prior to next year's annual meeting. In addition,
the Board is actively engaged in a search to fill the vacancy created by the
recent departure of Pamela Carter. As part of this search process, the Board
recognizes the importance of enhancing the overall diversity of the Board.
A copy of the press release announcing Mr. Wainscott's appointment as a member
of the Board is attached to this Current Report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibit is filed as part of this Report:
Exhibit Description
99.1 Press Release, dated July 8, 2020.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
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