CSX CORP — Remuneration Information 2016

Mar 28, 2016

DEFA14A 1 csx_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant Filed by a Party other than the Registrant

Check the appropriate box:
●	Preliminary Proxy Statement
●	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
●	Definitive Proxy Statement
●	Definitive Additional Materials
●	Soliciting Material under §240.14a-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): — ● | No
fee required. | |
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computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
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| | (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: |
| ● | Fee
paid previously with preliminary materials. | |
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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
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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 11, 2016.

CSX CORPORATION

CSX CORPORATION C/O BROADRIDGE P.O. BOX 1342 BRENTWOOD, NY 11717

| Meeting
Information | |
| --- | --- |
| Meeting Type: | Annual Meeting |
| For holders as of: | March 14, 2016 |
| Date: May 11, 2016 | Time: 10:00 AM, EDT |
| Location: | The St.
Regis Atlanta |
| | Eighty-Eight West Paces Ferry Road |
| | Atlanta, Georgia
30305 |

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 , 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: Use 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, 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:

| 1) | BY
INTERNET : | www.proxyvote.com |
| --- | --- | --- |
| 2) | BY
TELEPHONE : | 1-800-579-1639 |
| 3) | BY
E-MAIL*: | sendmaterial@proxyvote.com |

• If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow ➔ XXXX XXXX XXXX XXXX (located on the following page) in the subject line.

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 27, 2016 to facilitate timely delivery.

How To Vote Please Choose One of the Following Voting Methods

Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. To obtain directions to the meeting, you can write to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, FL 32202, or call (904) 366-4242.

Vote By Internet: Go to www.proxyvote.com or from a smart phone, 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.

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Voting Items

| Election of
Directors | |
| --- | --- |
| Nominees: | |
| 1a. | D. M. Alvarado |
| 1b. | J. B. Breaux |
| 1c. | P. L. Carter |
| 1d. | S. T. Halverson |
| 1e. | E. J. Kelly, III |
| 1f. | J. D. McPherson |
| 1g. | D. M. Moffett |
| 1h. | T. T. O'Toole |
| 1i. | D. M. Ratcliffe |
| 1j. | D. J. Shepard |
| 1k. | M. J. Ward |
| 1l. | J. S.
Whisler |

| 2. | The ratification of the
appointment of Ernst & Young LLP as the Independent Registered Public
Accounting Firm for 2016; and |
| --- | --- |
| 3. | Advisory resolution to approve
compensation for the company's named executive
officers. |

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. Thank You!

●
March 28, 2016
CSX
CORPORATION 2016 Annual Meeting of Shareholders The Annual Meeting of Shareholders
of CSX Corporation will be held at 10:00 a.m. (EDT) on Wednesday, May 11,
2016 at the St. Regis Atlanta, Eighty-Eight West Paces Ferry Rd, Atlanta,
GA 30305. The meeting agenda includes the annual election of directors,
the ratification of the selection of the independent registered public
accounting firm, and an advisory vote to approve executive
compensation. You have received this message on
behalf of CSX Corporation from Broadridge, CSX’s proxy mailing
agent. Each email you receive contains a
unique control number that enables you to vote your shares
electronically. This notice provides instructions
and deadlines to vote the shares of CSX stock you may hold. VOTE NOW! Voting Instructions Visit Proxy Login and follow the
instructions to vote. To vote, you will need your 16 Digit Control Number
noted below: Control Number: 0123456789012345
Voting
Recommendations The CSX Board of Directors
recommends that you vote as follows:
✓	FOR: Election of each of the director
nominees,
✓	FOR: Ratification of the selection of the
independent registered public accounting firm, and
✓	FOR: Advisory vote to approve executive
compensation
Please refer to the 2016 Proxy
Statement for detailed
information on each of the proposals and the Annual Meeting of
Shareholders.
Critical
voting deadlines Critical voting
deadlines: May 8 (for 401(k) plans and
deferred shares); and May 10 for all other shares If you hold CSX stock in the
Company’s 401(k) Savings Plan, you must submit your vote by 11:59 p.m.
(Eastern) on May 8, 2016 to allow J.P. Morgan time to receive your voting
instructions and vote on behalf of the plan. J.P. Morgan has designated
Broadridge, CSX’s proxy mailing agent, to collect and tally the votes for
the plan shares and vote on behalf of the plan. Broadridge will keep your
vote confidential - only total results will be reported at the Annual
Meeting of Shareholders or to CSX. The deadline to vote your shares in
all other accounts is 11:59 p.m. (Eastern) on May 10, 2016 . If you hold shares
in your CSX stock account at Merrill Lynch, Merrill Lynch and its designee
will keep your beneficial ownership information as well as your voting
instructions confidential, and only total voting results will be reported
at the Annual Meeting of Shareholders.