Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On December 19, 2019, the Board of Directors (the "Board") of CSX Corporation
("CSX") appointed Suzanne M. Vautrinot to serve as a member of the Board.
Ms. Vautrinot, 59, is the Founder and President of Kilovolt Consulting, Inc., a
cyber security strategy and technology consulting firm.
The Board determined that Ms. Vautrinot qualifies as independent under the
director independence standards set forth in the rules and regulations of the
Securities and Exchange Commission ("SEC") and the applicable NASDAQ listing
standards. Ms. Vautrinot was appointed to serve on the Audit Committee and the
Governance Committee of the Board. She will receive compensation consistent with
that provided to all non-employee directors, as described in the Company's Proxy
Statement dated March 22, 2019. Her appointment increases the size of the Board
from ten directors to eleven.
A copy of the press release announcing Ms. Vautrinot's appointment as a member
of the Board is attached to this Current Report as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibit is filed as a part of this Report.
Exhibit
No. Description
99.1 Press Release
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
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