CSX CORP — Proxy Solicitation & Information Statement 2008

Jun 12, 2008

DEFA14A 1 defa14a.htm SCHEDULE 14A defa14a.htm Licensed to: Cravath, Swaine & Moore LLP Document Created using EDGARizer 4.0.6.1 Copyright 1995 - 2008 EDGARfilings, Ltd., an IEC company. All rights reserved

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

| o | Preliminary
Proxy Statement |
| --- | --- |
| o | Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
| o | Definitive
Proxy Statement |
| x | Definitive
Additional Materials |
| o | Soliciting
Material under Rule 14a-12 |

CSX Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

| x | No
fee required. |
| --- | --- |
| o | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11. |

| (1) | Title
of each class of securities to which transaction
applies: |
| --- | --- |
| (2) | Aggregate
number of securities to which transaction applies: |
| (3) | Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined): |
| (4) | Proposed
maximum aggregate value of transaction: |
| (5) | Total
fee paid: |

| o | Fee
paid previously with preliminary materials. |
| --- | --- |
| o | Check
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filing. |

| (1) | Amount
Previously Paid: |
| --- | --- |
| (2) | Form,
Schedule or Registration Statement No.: |
| (3) | Filing
Party: |
| (4) | Date
Filed: |

On June 11, 2008, the U.S. District Court for the Southern District of New York ruled that The Children's Investment Fund and 3G Capital Partners (together, the "TCI Group") have violated federal securities laws. The Court also rejected the counterclaims filed by the TCI Group against the Company and Michael Ward in their entirety. The Court's opinion has been posted on the Company's Internet website ( http://2008annualmeeting.csx.com ) in connection with the 2008 annual meeting of shareholders and is attached hereto as Exhibit 99.1.

In connection with the Court's ruling, on June 11, 2008, the Company issued a press release and on June 12, 2008, the Company issued an employee communication. The press release and the employee communication are attached hereto as Exhibits 99.2 and 99.3, respectively.