form_8k.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): December 8, 2009
CSX
CORPORATION
(Exact
name of registrant as specified in its charter)
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Virginia
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1-08022
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62-1051971
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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500
Water Street, 15th Floor, Jacksonville, Florida
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32202
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(Address
of principal executive offices)
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(Zip
Code)
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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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment
of David A. Brown
As
previously reported in a Current Report on Form 8-K filed on December 2, 2009,
Tony L. Ingram will retire as Executive Vice President and Chief Operating
Officer of CSX Transportation, Inc. (“CSXT”), a principal operating company of
CSX Corporation, effective December 31, 2009.
Effective January 1, 2010, David A.
Brown, age 50, will succeed Mr. Ingram as Executive Vice-President and Chief
Operating Officer of CSXT. From 2006 to the present, Mr. Brown served
as Vice President and Chief Transportation Officer of CSXT, with operational
responsibility for the railroad's 21,000 mile-transportation
network. Mr. Brown served as Vice-President-Strategic Planning, of
Norfolk Southern Railway from 2005-2006, and as General Manager, Northern
Region, of Norfolk Southern Railway, from 2000-2005.
There is
no arrangement or understanding between Mr. Brown and any other persons
pursuant to which he was appointed as an officer of CSXT, and there is no family
relationship between Mr. Brown and any directors or executive officers of CSX
Corporation. Mr. Brown is not currently engaged, and has not
during the last fiscal year been engaged, in any transactions with the Company
or its subsidiaries that are required to be disclosed under Item 404(a) of
Regulation S-K, nor have any such transactions been proposed.
Mr. Brown’s compensation as Executive
Vice President and Chief Operating Officer of CSXT will include an annual base
salary of $525,000 and a fiscal 2010 bonus target under the Company’s Management
Incentive Compensation Plan of 90% of his annual base
salary. Beginning with the three-year performance cycle
starting in May 2010, Mr. Brown will be eligible to receive long-term
equity incentive awards in the form of performance units and restricted stock
units with a targeted yearly value of $1.5 million. Such awards are
payable, if conditions are met, in the form of company stock. Based
on his new position, Mr. Brown also will receive a pro-rated amount for any
payouts under existing long-term incentive awards. Mr. Brown also
will receive a one-time grant of restricted stock valued at $500,000 vesting
five years from the date of grant.
Amendment
of Terms of Employment for Tony L. Ingram
As recognition for his service to the
Company, on December 8, 2009, the terms of Mr. Ingram’s employment were amended
to provide Mr. Ingram with credit for his years of service with his prior
employer, Norfolk Southern Railway, for purposes of the CSX Omnibus Incentive
Plan (“COIP”). As a result, Mr. Ingram will be treated as retired
under the COIP, making him eligible to receive a pro rata portion of his
outstanding equity-based awards. The current value of the awards,
which if paid out at target, would have a value of approximately $1.36 million
as of December 1, 2009.
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.
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CSX
CORPORATION
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Date: December
14, 2009
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By:
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/s/ David A.
Boor
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David
A. Boor
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Vice
President - Tax and Treasurer
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