form8-k.htm

 

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):  July 31, 2008
 
 
 
CSX CORPORATION
(Exact name of registrant as specified in its charter)

 
Virginia
(State or other jurisdiction of
incorporation or organization)
 
     
1-8022
  
62-1051971
(Commission File No.)
  
(I.R.S. Employer Identification No.)

 
500 Water Street, 15th Floor, Jacksonville, FL 32202
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:
(904) 359-3200

 

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:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

 
 
 
 

 

Item 8.01.  Other Events

IVS Associates, Inc., the inspector of election for CSX’s 2008 annual meeting of shareholders, issued its final report on July 31, 2008, indicating the following results.  CSX does not yet have the votes withheld for the nominees for election as directors.  This information will be included in a further report on Form 8-K when available.
 
ITEM 1—Election of Directors
                                
CSX Nominee 
Votes For  
Donna Alvarado
289,484,637
Elizabeth E. Bailey
121,616,420
John B. Breaux
288,276,159
Steven T. Halverson
132,288,805
Edward J. Kelly, III
289,342,513
Robert D. Kunisch
120,061,421
John D. McPherson
289,502,300
David M. Ratcliffe
288,342,970
William C. Richardson
129,365,392
Frank S. Royal
129,715,745
Donald J. Shepard
289,477,087
Michael J. Ward
288,896,892

TCI Group Nominee 
Votes For  
Christopher Hohn
130,506,157
Alexandre Behring
159,839,867
Gilbert H. Lamphere
170,353,891
Timothy T. O’Toole
147,824,964
Gary L. Wilson
82,543,104

ITEM 2—Ratification of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2008
 
Votes For
Votes Against
Abstentions 
212,272,408
5,775,313
77,457,018

      
ITEM 3—Approval of the bylaw amendments adopted by the Board of Directors allowing shareholders to request special shareholder meetings

Votes For
Votes Against
Abstentions 
111,726,741
179,422,927 
4,355,084    


ITEM 4—Shareholder proposal regarding special shareholder meetings

Votes For
Votes Against
Abstentions 
184,270,535
105,308,447 
5,924,142    

ITEM 5—Shareholder proposal regarding nullification of certain bylaw provisions

Votes For
Votes Against
Abstentions 
186,319,966
102,184,737 
7,000,042    
 
 
 
 

 

 
There were 404,783,890 shares of CSX common stock outstanding as of April 21, 2008, the record date for the 2008 annual meeting of shareholders, and 295,504,762 shares of CSX common stock were represented at the meeting.

The final outcome of the director election is subject to the appeal of pending litigation between the Company  and the TCI Group before the U.S. Court of Appeals for the Second Circuit, as well as other questions regarding the vote count.  CSX will continue to work diligently in an effort to resolve all remaining issues with respect to the meeting vote.  The Company hopes that all such issues will be resolved before September 24, 2008, the date the Company will reconvene the annual meeting.  

Pending the final outcome of the director election, Ms. Alvarado, Sen. Breaux, Mr. Halverson, Mr. Kelly, Mr. McPherson, Mr. Ratcliffe, Dr. Richardson, Dr. Royal, Mr. Shepard, Mr. Ward, Mr. Behring and Mr. Lamphere will continue to serve as directors of the Company.

The text of the press release issued by the Company announcing the results is attached hereto as Exhibit 99.1.

Item 9.01. Exhibits.

(d)
Exhibits required to be filed by Item 601 of Regulation S-K.

  
Exhibit No.
  
Description
 
99.1
  
 Press release issued by CSX Corporation on July 31, 2008
 
 
 
 
 
Signature

 
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 hereunto duly authorized.



     
CSX CORPORATION
   
By:
 /s/ David A. Boor 
  Name:
David A. Boor
  Title:
Vice President - Tax and Treasurer

Date:  August 1, 2008