SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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|☐||Preliminary Proxy Statement|
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|☐||Definitive Proxy Statement|
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to Be Held on May 3, 2019.
|Meeting Type:||Annual Meeting|
|For holders as of:||March 4, 2019|
|Date: May 3, 2019||Time: 10:00 a.m. EDT|
|Location:||Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/CSX2019.|
|The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/CSX2019 and be sure to have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page).|
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com/csx, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
|See the reverse side of this notice to obtain proxy materials and voting instructions.|
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT
How to View Online:
Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com/csx, or scan the QR Barcode below.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. You can also submit your preference to receive paper or e-mail delivery of future meeting materials. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 19, 2019 to facilitate timely delivery.
How To Vote
Vote By Internet:
Before The Meeting:
|Go to www.proxyvote.com/csx or from a smartphone, scan the QR Barcode above. Use the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.|
During The Meeting:
|Go to www.virtualshareholdermeeting.com/CSX2019. Have the information that is printed in the box marked by the arrow ➔XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.|
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
|The Board of Directors recommends you vote|
FOR Proposals 1, 2, 3 and 4.
|1.||Election of Directors|
|1a.||Donna M. Alvarado|
|1b.||Pamela L. Carter|
|1c.||James M. Foote|
|1d.||Steven T. Halverson|
|1e.||Paul C. Hilal|
|1f.||John D. McPherson|
|1g.||David M. Moffett|
|1h.||Linda H. Riefler|
|1i.||J. Steven Whisler|
|1j.||John J. Zillmer|
|2.||The ratification of the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm for 2019;|
|3.||Advisory (non-binding) resolution to approve compensation for the Company's named executive officers; and|
|4.||The approval of the 2019 CSX Stock and Incentive Award Plan.|
In appreciation for submitting your vote for the CSX Annual Meeting and to further our commitment to environmental stewardship, a tree will be planted on your behalf in a protected park or wildlife refuge.