Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers

On October 7, 2020, the Board of Directors (the "Board") of CSX Corporation (the "Company") appointed Lt. General (Ret.) Thomas Bostick to serve as a member of the Board. Gen. Bostick, 64, served in the U.S. Army for 38 years. He served as the Chief of Engineers and Commanding General of the U.S. Army Corps of Engineers. After retiring from the military, Gen. Bostick was Chief Operating Officer of Intrexon Corporation and President of Intrexon Bioengineering (NASDAQ: XON; now Precigen NASDAQ: PGEN).

The Board determined that Gen. Bostick qualifies as independent under the director independence standards set forth in the rules and regulations of the Securities and Exchange Commission and the applicable NASDAQ listing standards. 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 eleven directors to twelve.

Gen. Bostick's committee assignments have not yet been determined.

A copy of the press release announcing Gen. Bostick's appointment as a member of the Board is attached to this Current Report as Exhibit 99.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year

On October 7, 2020, the Board approved amendments (the "Amendments") to the Company's Amended and Restated Bylaws (the "Bylaws"), which became effective immediately. The Amendments:





     •    deleted from Section 1 of Article I references to specific months in
          which the annual meeting of the shareholders of the Company (the "Annual
          Meeting") shall be held;




     •    revised Section 3 of Article I to clarify that the Annual Meeting may be
          held by means of remote communications; and




     •    deleted from Section 3(a) of Article II a provision that allows a
          director to stand for reelection beyond age 75 if the reelection would
          not result in the director serving more than five consecutive terms.

The above summary is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated by reference herein.





Item 9.01. Exhibits

(d) The following exhibits are being filed herewith:





 3.1      Amended and Restated Bylaws of CSX Corporation, effective as of
        October 7, 2020.

99.1      Press Release dated October 8, 2020.

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

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