By Paul Ziobro
CSX Corp. will require the railroad's chief executive to submit to an annual physical exam that will be reviewed by the board, adopting the policy months after the death of prior CEO Hunter Harrison following unspecified health issues.
The board has agreed to adopt the policy at its upcoming meeting on Feb. 7, according to a letter submitted to the Securities and Exchange Commission reviewed by The Wall Street Journal. The resolution will require a comprehensive physical performed by a medical provider chosen by board.
The railroad's board was under fire last year after it agreed to hire Mr. Harrison without getting a physical exam or access to his medical records, despite concerns about his health. A CSX spokesman declined to comment.
The move will avoid a shareholder vote on a similar policy that had been proposed by an individual CSX investor for the company's next annual meeting. "This is an important victory for shareholders," said John Fishwick, a Virginia attorney who submitted the proposal, in a video posted on Facebook. Mr. Fishwick owns 1,000 CSX shares.
The rule comes after a year where Mr. Harrison's health had overshadowed his attempt to turnaround the railroad operator. Mr. Harrison was named CEO last March following a brief battle with an activist shareholder who wanted the veteran railroader to implement a new operating plan at CSX modeled after prior turnaround he executed at two major Canadian railways.
Mr. Harrison, who was 72 when he was named CEO, had a history of past health issues and required the use of a portable oxygen tank to treat an unspecified medical condition. He declined to submit to an annual physical as part of being named CEO. His hiring included an $84 million payment to Mr. Harrison to cover compensation he left behind when he quit his job at another railroad to lead CSX.
Mr. Harrison moved quickly to change CSX, idling hundreds of locomotives, closing several yards and overhauling train schedules, which caused delays during much of the summer. The railway has since recovered, although the company is still working to win back customers lost last year.
Mr. Harrison died in December, two days after taking a medical leave of absence. Jim Foote, who was hired as Mr. Harrison's No. 2 in October as three other seniors were leaving, was named permanent CEO shortly after Mr. Harrison's death.
Mr. Foote this month acknowledged that the rapid pace that Mr. Harrison made changes at CSX were broadly disruptive to the railroad's operations. The company has since hired another operations executive to work under Mr. Foote and broadened its senior management team with leaders to help carry out the remaining phase of the turnaround.
Write to Paul Ziobro at Paul.Ziobro@wsj.com