Shareholder Vote

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 193 4     Date of Report (Date of earliest event reported): May 12, 2025 ( May 7, 2025 )   CSX CORPORATION (Exact name of registrant as specified in its charter)   Virginia 001-08022 62-1051971 (State or other jurisdiction (Commission File No.) (I.R.S. Employer of incorporation)   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     (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))   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   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. ☐       Item 5.07. Submission of Matters to a Vote of Security Holders.   CSX Corporation (“CSX”) held its Annual Meeting of Shareholders (the “Annual Meeting”) on Wednesday, May 7, 2025. The final voting results for each matter submitted to a shareholder vote at the Annual Meeting are set forth below.   Item 1: The following twelve persons were elected to the CSX Board of Directors:     For Against Abstain Broker Non-Votes Ann D. Begeman 1,411,615,573 16,232,594 2,581,522 217,137,335 Thomas P. Bostick 1,385,080,241 42,789,654 2,559,794 217,137,335 Anne H. Chow 1,413,107,801 14,857,450 2,464,438 217,137,335 Steven T. Halverson 1,299,090,359 128,776,456 2,562,874 217,137,335 Paul C. Hilal 1,399,420,441 28,394,197 2,615,051 217,137,335 Joseph R. Hinrichs 1,399,622,606 28,154,887 2,652,196 217,137,335 David M. Moffett 1,388,154,647 39,585,523 2,689,519 217,137,335 Linda H. Riefler 1,304,960,045 123,110,078 2,359,566 217,137,335 Suzanne M. Vautrinot 1,380,057,153 46,918,617 3,453,919 217,137,335 James L. Wainscott 1,386,936,624 40,925,589 2,567,476 217,137,335 J. Steven Whisler 1,342,941,425 84,914,784 2,573,480 217,137,335 John J. Zillmer 1,077,155,533 346,196,195 7,077,961 217,137,335    Item 2: Shareholders ratified the appointment of Ernst & Young LLP as CSX’s independent registered public accounting firm for 2025, by the votes set forth in the table below:       For Against Abstain   1,526,882,476 117,937,518 2,747,030     Item 3: Shareholders approved, on an advisory (non-binding) basis, the compensation of CSX’s named executive officers, by the votes set forth in the table below:     For Against Abstain Broker Non-Votes   1,272,936,606 148,504,231 8,988,852 217,137,335   No other matters were submitted for shareholder action.       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/ Michael S. Burns   Name:   Michael S. Burns   Title:   Senior Vice President – Chief Legal Officer and Corporate Secretary   DATE: May 12, 2025