CSX CORP — Proxy Solicitation & Information Statement 2008

May 27, 2008

DEFA14A 1 def14a.htm SCHEDULE 14A def14a.htm Licensed to: Cravath Swaine & Moore LLP Document Created using EDGARizer 4.0.6.0 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 May 27, 2008, CSX Corporation issued a letter to shareholders and a press release in connection with the 2008 annual meeting of shareholders. The letter and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively.