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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 8, 2023
CSX CORPORATION
(Exact name of registrant as specified in its charter)
|
Virginia |
1-08022 |
62-1051971 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) |
(IRS Employer Identification No.) |
|
500 Water Street, 15th Floor, Jacksonville, Florida |
32202 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (904) 359-3200
____________________________
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $1 Par Value | CSX | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 8, 2023, CSX Corporation (the “Company”) announced the appointment of Michael A. Cory, age 61, to serve as the Company’s Executive Vice President and Chief Operating Officer, effective September 25, 2023. Mr. Cory’s appointment is the culmination of the Company’s search for a new head of all operations functions.
Mr. Cory is a seasoned railroad executive with more than 40 years of operations experience. He previously served as executive vice president and chief operating officer of the Canadian National Railway Company (“CN”), from 2016 to 2019. Mr. Cory started with CN in 1981, and throughout his long-tenured career with the railroad, he held various operational positions, and also customer service and marketing positions. He currently serves as the president of CFG Consulting Inc., where he provides transportation consulting services.
In connection with Mr. Cory’s appointment, the Compensation and Talent Management Committee of the Board of Directors of the Company approved a compensation package under which Mr. Cory will receive an initial annual base salary of $725,000 and will have an initial annual target bonus opportunity under the Company’s Management Incentive Compensation Plan (the “MICP”) of 100% of base salary. Mr. Cory will also participate in the Company’s long-term incentive plans, with an initial grant date target value of $3,150,000, on a substantially similar basis as other similarly situated executives of the Company. For the remainder of 2023, he will participate in both the 2023 MICP and the Company’s 2023-2025 Long-Term Incentive Plan (the “2023-2025 LTIP”) on a prorated basis for time served in order to align his incentive compensation with the Company’s other similarly situated senior executives. Therefore, on or as soon as practicable after his start date, Mr. Cory will receive a prorated grant of performance units and restricted stock units for the 2023-2025 LTIP. In addition, Mr. Cory will receive a sign-on equity award under the Company’s 2019 Stock and Incentive Award Plan having a grant date target value of $1,000,000, comprised of restricted stock units that will cliff vest on the third anniversary of his start date with the Company or September 25, 2026. The Company will also provide Mr. Cory with temporary corporate housing in Jacksonville, Florida for an initial nine-month period following his start date, and reimbursement for specified relocation expenses, on a substantially similar basis as other similarly situated executives of the Company. He will also participate in the Company’s Executive Severance Plan and will be expected to sign the Company’s standard form non-compete agreement and change of control agreement, each with terms consistent with those applicable to the Company’s other similarly situated senior executives.
There are no arrangements or understandings pursuant to which Mr. Cory was selected for his position. He has no family relationships with any of the Company’s directors or executive officers, and he is not a party to, and he does not have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01. | Regulation FD Disclosure. |
On September 8, 2023, the Company issued a press release announcing the leadership change mentioned above. 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.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | The following exhibits are being furnished herewith: |
| 99.1 | Press Release, dated September 8, 2023 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CSX CORPORATION | |||||
| By: | /s/ Nathan D. Goldman | ||||
| Name: | Nathan D. Goldman | ||||
| Title: | Executive Vice President – Chief Legal Officer & Corporate Secretary | ||||
| DATE: September 8, 2023 | |||||
Exhibit 99.1
 |
 |
CSX Names Rail Industry Veteran Mike Cory Chief Operating Officer
JACKSONVILLE, Fla. – September 8, 2023 – CSX Corporation (NASDAQ: CSX) announced today the appointment of Mike Cory, a seasoned railroad executive with more than 40 years of operations experience, as the company’s executive vice president and chief operating officer.
Formerly executive vice president and chief operating officer for the Canadian National (CN) Railway, Cory has provided transportation consulting services since retiring from the CN in 2019.
“Mike Cory is one of the rail industry’s leading operations executives, respected for his wealth of operations knowledge and his success as a leader who understands the customers we serve and has a deep appreciation for the employees who provide that service,” said Joe Hinrichs, president and chief executive officer. “Mike’s reputation as a career railroader, devoted to process improvement, team building and employee development within the principles of scheduled railroading will help CSX continue to achieve new levels of safety, service and operating efficiency.”
Cory began his railroad career in 1981 as a laborer in the CN locomotive shops in Winnipeg, Canada. Over the years, he rose through the ranks as a superintendent, general superintendent, director of service design, network operations superintendent and general manager of operations for the Michigan sub-region. He also broadened his business perspective by holding customer service and marketing positions. In 2006, he began his ascent through a series of senior leadership roles, including vice president of network operations, senior vice president of the Eastern region and senior vice president for the Western region. He was named executive vice president and chief operating officer in 2016.
At CSX, Cory will lead a strong team of operations professionals – led by Ricky Johnson, Senior Vice President of Operations, and Casey Albright, Senior Vice President of Network Operations and Service Design – who have helped transform the company into a safety and service leader among North American Class I railroads. He will continue to strengthen the company’s operating model across the network while fostering a ONE CSX culture that values and engages front-line employees.
CSX also today announced that Kevin Boone, previously executive vice president of Sales and Marketing, is named executive vice president and chief commercial officer. The new title recognizes Boone’s breadth of existing responsibilities across CSX’s broad customer base and growing offering of supply chain solutions. Boone previously led the company’s finance organization before transitioning to sales and marketing in 2021. He joined CSX in 2017, following a successful 17-year career in the investment industry.
“With our great team of talented leaders, I am confident that CSX will continue its momentum toward providing an industry-leading experience for our employees, customers, communities and shareholders,” said Hinrichs.
About CSX
CSX, based in Jacksonville, Florida, is a premier transportation company. It provides rail, intermodal and rail-to-truck transload services and solutions to customers across a broad array of markets, including energy, industrial, construction, agricultural, and consumer products. For nearly 200 years, CSX has played a critical role in the nation's economic expansion and industrial development. Its network connects every major metropolitan area in the eastern United States, where nearly two-thirds of the nation's population resides. It also links more than 240 short-line railroads and more than 70 ocean, river and lake ports with major population centers and farming towns alike.
Contact:
Matthew Korn, CFA, Investor Relations
904-366-4515
Bryan Tucker, Corporate Communications
855-955-6397
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