Form 8-K - Current report

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): November 11, 2024

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 registeredregistered
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 November 12, 2024, CSX Corporation (the “Company”) announced the retirement of Nathan D. Goldman, age 67, from the Company as the Company’s Executive Vice President, Chief Legal Officer, and Corporate Secretary, effective January 1, 2025.

Mr. Goldman retires from the Company after a distinguished 21-year tenure with the Company. Mr. Goldman’s leadership was pivotal in steering the transformation of the business and the transition of three Chief Executive Officers in eight years, serving all three leaders and the Company’s Board of Directors with confidence.

Item 7.01.

Regulation FD Disclosure.

On November 12, 2024, the Company issued a press release announcing the leadership changes reported in this Current Report on Form 8-K. 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 8.01.

Other Events.

Also on November 12, 2024, the Company announced, as part of a planned succession process, the promotion of Michael S. Burns, age 49, as the Company’s new Senior Vice President, Chief Legal Officer, and Corporate Secretary, effective January 2, 2025.

Mr. Burns previously served as the Company’s Vice President, General Counsel, and Assistant Corporate Secretary. Since joining the Company in 2006, Mr. Burns has advanced through roles of increasing responsibility, initially focusing on employment and benefits law before assuming responsibility for the full law department and additional functions such as corporate secretary, risk management, and environmental and hazmat responsibilities. Prior to joining the Company, Mr. Burns practiced labor and employment law at a leading Indiana firm. He holds a bachelor’s degree from Wabash College and a Juris Doctor from Indiana University Robert H. McKinney School of Law.

Item 9.01.

Financial Statements and Exhibits.

(d)	The following exhibits are being furnished herewith:

	99.1 Press Release, dated November 12, 2024
	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/ Joseph R. Hinrichs
			Name:	Joseph R. Hinrichs
			Title:	President and Chief Executive Officer

DATE:	November 12, 2024

Exhibit 99.1

CSX Announces Leadership Changes to its Legal Organization

Nathan Goldman to retire, Michael Burns named SVP and Chief Legal Officer

JACKSONVILLE, Fla. – November 12, 2024 – CSX (NASDAQ: CSX) today announced that Executive Vice President and Chief Legal Officer Nathan Goldman will retire from the company, on January 1, 2025. Michael Burns is promoted to Senior Vice President and Chief Legal Officer effective January 2, 2025

Nathan Goldman retires from CSX after a distinguished 21-year tenure with the company. Goldman's leadership was pivotal in steering the transformation of the business and the transition of three CEOs in eight years, serving all three leaders and the Board of Directors with confidence.

“Nathan’s contributions to CSX have been highly valued, and his expertise and dedication have been instrumental to our organization. His leadership will leave a lasting legacy, having developed the best group of legal, regulatory and compliance professionals in the industry. We are grateful to Nathan for his outstanding service and wish him all the best in his well-deserved retirement,” said CSX president and CEO Joe Hinrichs. “With 18 years of dedicated service and extensive experience with the company, Michael’s promotion to chief legal officer will bring invaluable insight and stability as we advance our strategy to deliver profitable growth.”

In his new role, Michael Burns will oversee all of CSX's legal and regulatory affairs, the corporate secretary’s office, risk management, police and infrastructure protection, environmental and hazmat, and audit functions. He previously served as CSX vice president and general counsel. Since joining CSX in 2006, Burns has advanced through roles of increasing responsibility, initially focusing on employment and benefits law before assuming responsibility for the full law department and additional functions such as corporate secretary, risk management, and environmental and hazmat responsibilities. Prior to CSX, Burns practiced labor and employment law at a leading Indiana firm. He holds a bachelor's degree from Wabash College and a Juris Doctor from Indiana University Robert H. McKinney School of Law.

“This leadership transition underscore CSX’s commitment to growth and highlights our confidence in the exceptional depth of talent within our organization. We are fortunate to have an outstanding team of railroaders poised to harness our current momentum and propel us toward even greater success,” said Hinrichs. “I am grateful for the dedication of our team and excited about the opportunities ahead.”

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. More information about CSX and its subsidiaries is available at www.csx.com. Like us on Facebook (http://facebook.com/OfficialCSX) and follow us on X, formerly known as Twitter (http://twitter.com/CSX).

Contact:

Matthew Korn, CFA, Investor Relations

904-366-4515

Bryan Tucker, Corporate Communications

855-955-6397

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Cover	Nov. 11, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 11, 2024
Entity File Number	1-08022
Entity Registrant Name	CSX CORPORATION
Entity Central Index Key	0000277948
Entity Tax Identification Number	62-1051971
Entity Incorporation, State or Country Code	VA
Entity Address, Address Line One	500 Water Street
Entity Address, Address Line Two	15th Floor
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32202
City Area Code	904
Local Phone Number	359-3200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $1 Par Value
Trading Symbol	CSX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false