form8k.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): September 12, 2007
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:
[
] 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))
ITEM 5.03.
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR.
On
September 12, 2007, the Board of
Directors (the “Board”) of CSX Corporation (“CSX”) approved new clause (b) of
Section 2 of Article II of the CSX Bylaws (the “Bylaws”), to require each
director and nominee for election as a director to deliver to the Corporate
Secretary of CSX a written questionnaire with respect to the director’s or
nominee’s background and qualification and a representation and agreement (the
“Agreement”). The Agreement requires directors and nominees to
disclose certain types of voting commitments and compensation arrangements
and a
representation that the director or nominee, if elected, would be in compliance
with all applicable corporate governance, conflict of interest, confidentiality,
securities ownership and trading policies and guidelines of CSX, and also
provides for the immediate resignation of a director if such person is found
by
a court of competent jurisdiction to have breached the Agreement in any material
respect.
The
Board also approved an amendment to
Section 11(a)(ii) of Article I to provide that a shareholder nominating a
candidate for election as a director must deliver to the Corporate Secretary
of
CSX, as part of such shareholder’s notice of nomination, the information and
Agreement referenced above in respect of such shareholder’s
nominee.
Also
on September 12, 2007, the Board
approved amendments to the Bylaws to: (i) clarify that officers may be removed
with or without cause at any time and that the election or appointment of an
officer does not of itself create contract rights; (ii) delineate the duties
and
authorities of officers; (iii) add a provision to clarify that, unless otherwise
provided by the Board, the Chairman of the Board and the President has the
authority to exercise any and all powers of CSX in respect of another entity
whose securities are held by CSX; (iv) provide that, unless otherwise directed
by the Board, expenditures chargeable to operating expenses may be made by
or
under the direction of the head of the department or office of CSX in which
they
are required, subject to direction, restriction or prohibition by the Chairman
of the Board; and (v) delete the requirement that the Chairman of the
Board and President comply with certain provisions of the Shipping Act of 1916,
which are no longer applicable to CSX.
The
foregoing amendments to the Bylaws
were effective upon approval by the Board on September 12, 2007. A
copy of the amended and restated Bylaws is attached as
Exhibit
3.2.
ITEM 8.01.
OTHER EVENTS.
Also
on September 12, 2007, the
Board approved an amendment to the CSX Corporate Governance Guidelines (the
“Guidelines”) to require directors to maintain the confidentiality of
information provided to them by CSX and any other confidential information
about
CSX that comes to them in their capacities as directors.
The
foregoing amendment to the CSX
Guidelines was effective upon approval by the Board on September 12,
2007. A copy of the amended CSX Guidelines is attached as Exhibit
99.1.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS.
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(d)
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Exhibits
required to be filed by Item 601 of Regulation
S-K.
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Exhibit No.
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Description
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3.2
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Amended
and Restated Bylaws of CSX Corporation.
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99.1
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CSX
Corporate Governance Guidelines.
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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.
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CSX
CORPORATION
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By:
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/s/
Carolyn T. Sizemore
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Carolyn
T. Sizemore
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Vice
President and Controller
(Principal
Accounting Officer)
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Date:
September 14, 2007
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