Material Agreement · Reg FD Disclosure

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): October 17, 2019     CSX CORPORATION (Exact name of registrant as specified in its charter)     Virginia   1-08022   62-1051971 (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)           500 Water Street , 15th Floor , Jacksonville , Florida   32202 (Address of principal executive offices)   (Zip Code)   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))   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Securities registered pursuant to Section 12(b) of the Act:   Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $1 Par Value CSX NASDAQ Global Select Market       Item 1.01. Entry into a Material Definitive Agreement.   Effective October 17, 2019, CSX Corporation (the “Company” or “CSX”) entered into a Stock Purchase Agreement with MR Argent Advisor LLC, on behalf of certain limited partners of its affiliated funds (“Mantle Ridge”), pursuant to which the Company agreed to purchase approximately 4.7 million shares of the Company's common stock from Mantle Ridge. These shares will be repurchased under CSX's existing $5 billion share repurchase authorization and funded with cash on hand. The share repurchase has been unanimously approved by the Audit Committee of the Company's Board of Directors comprised of independent directors who are not affiliated with Mantle Ridge and by the disinterested directors of the Company's Board of Directors.   Item 7.01. Regulation FD Disclosure.   In addition, the Company has been advised by Mantle Ridge that an additional approximately 18.8 million shares of CSX's common stock has been sold into the market.       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 hereunto duly authorized.         CSX CORPORATION             By:   /s/ Nathan D. Goldman   Name:   Nathan D. Goldman   Title:   Executive Vice President - Chief Legal Officer & Corporate Secretary   DATE: October 17, 2019