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): September 15, 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 5.02.  Departure of Directors; Election of Directors
 
On September 15, 2008, Dr. William C. Richardson and Dr. Frank S. Royal tendered their resignations as directors of CSX Corporation, effective in each case upon the consent of Messrs. Timothy O’Toole and Christopher Hohn, respectively, to be elected to the board of directors.  On September 16, 2008, the board of directors elected Messrs. O’Toole and Hohn to the board of directors, effective in each case conditionally upon their consent to so serve as required under Section 13.1-675E of the Virginia Stock Corporation Act, for a term expiring upon the effectiveness of the election of directors by shareholders at the CSX Corporation 2008 annual meeting of shareholders.
 
 
Item 9.01. Exhibits.

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

     
Exhibit No.
  
Description
     
99.1
  
Resignation Letter of Dr. William C. Richardson
     
99.2
  
Resignation Letter of Dr. Frank S. Royal
     
99.3
  
Press Release
     

 
 

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/  Ellen M. Fitzsimmons
 
Name:
Ellen M. Fitzsimmons
 
Title:
Senior Vice President - Law and   Public Affairs, General Counsel and Corporate Secretary
 
 
 
 
Date: September 19, 2008