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CSX CORP : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure (form 8-K)

06/07/2021 | 04:33pm EDT

Item 5.03. Amendments to Articles of Incorporation or Bylaws.

On June 4, 2021, CSX Corporation ("CSX") filed an amendment to its Amended and Restated Articles of Incorporation, as amended (the "Amendment"). The Amendment increases CSX's authority to issue shares of its common stock, par value $1.00 per share ("Common Stock"), from 1.8 billion shares to 5.4 billion shares. The Amendment was filed in connection with the three-for-one split of the Common Stock described in Item 7.01 below. The effective time of the Amendment shall be 5:00 p.m. on June 18, 2021. A copy of the Amendment is filed herewith as Exhibit 3.1.

Item 7.01. Regulation FD Disclosure.

On June 3, 2021, the Board of Directors of CSX (the "Board") approved a three-for-one split of the Common Stock (the "Stock Split"). Each holder of CSX Common Stock of record at the close of business on June 18, 2021, will receive two additional shares of CSX Common Stock for each share of CSX Common Stock held on that date. The additional shares resulting from the Stock Split will be distributed in book entry form on June 28, 2021. Shareholders will receive a direct registration (book-entry) statement for the additional shares of CSX Common Stock resulting from the Stock Split and will not need to exchange existing stock certificates.

A copy of the press release announcing the Stock Split is attached hereto as Exhibit 99.1.

The information contained in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1 hereto, has been "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section. The information in this Current Report under Item 7.01 shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01. Exhibits.

(d) The following exhibits are being filed or furnished herewith:

Exhibit No.       Description

    3.1             Articles of Amendment to CSX Corporation's Amended and Restated
                  Articles of Incorporation, as amended. Filed herewith.

   99.1             Press Release dated June 4, 2021 from CSX Corporation.
                  Furnished herewith.*

    104           The cover page from this Current Report on Form 8-K, formatted in
                  Inline XBRL

* Any internet addresses provided in this exhibit are for informational purposes

only and are not intended to be hyperlinks.


© Edgar Online, source Glimpses

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