Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2021, CSX Corporation (the "Company") announced the appointments of
Mark K. Wallace as Executive Vice President of CSX, Kevin S. Boone as Executive
Vice President of Sales and Marketing, and Sean R. Pelkey as Vice President and
Acting Chief Financial Officer. Mr. Wallace, who most recently served as
Executive Vice President of Sales and Marketing, continues to receive treatments
for cancer and will focus on special projects and initiatives supporting the
President and Chief Executive Officer. Mr. Boone, who joined the Company in
September 2017, most recently served as Executive Vice President and Chief
Financial Officer.
Sean R. Pelkey, age 41, has been named Acting Chief Financial Officer.
Mr. Pelkey joined CSX in 2005, and most recently served as Vice President of
Finance and Treasury. Mr. Pelkey previously served as assistant vice president -
capital markets and investor relations. Mr. Pelkey holds a Master's Degree in
Business Administration from the University of Florida and a Bachelor's degree
in Sociology from Boston University.
In connection with Mr. Pelkey's appointment as Acting Chief Financial Officer,
he will receive an annual base salary of $516,000 and a long-term incentive
equity award in the amount of 1.5 times his base salary in the same form, and
with the same performance conditions and vesting dates as the long-term
incentive awards for existing named executive officers. There is no arrangement
or understanding between Mr. Pelkey and any other person pursuant to which he
was selected as an officer. There are no family relationships between Mr. Pelkey
and any director or executive officer of the Company, and he is not a party to
any transaction in which the Company is a participant.
Item 7.01. Regulation FD Disclosure.
On June 7, 2021, the Company issued a press release announcing the
aforementioned senior leadership changes. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), nor shall such
information be deemed incorporated by reference into any filing under the
Securities Act of 1933, as amended, or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
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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 June 7, 2021 announcing the appointment of Mark
K. Wallace as Executive Vice President of CSX, Kevin S. Boone as
Executive Vice President of Sales & Marketing and Sean R. Pelkey as
Vice President and Acting Chief Financial Officer.
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
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