false
0000277948
0000277948
2025-10-29
2025-10-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 1934
Date of Report (Date of earliest event
reported): October 29, 2025
CSX CORPORATION
(Exact name of registrant as specified in its charter)
| Virginia |
1-8022 |
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
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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 29, 2025, CSX Corporation (the “Company”)
announced the appointment of Kevin S. Boone to the position of Executive Vice President and Chief Financial Officer of the Company, effective
immediately. Mr. Boone, who has most recently served as the Company’s Executive Vice President and Chief Commercial Officer since
June 2021, succeeds Sean R. Pelkey, who separated from his employment as Executive Vice President and Chief Financial Officer of the Company,
also effective as of October 29, 2025. Upon his separation from employment, subject to his signing a customary employment separation agreement
and release form, Mr. Pelkey will be eligible to receive compensation and benefits in accordance with the CSX Executive Severance Plan,
the terms of which are described in the Company’s 2025 Proxy Statement filed with the Securities and Exchange Commission (“SEC”)
on March 25, 2025.
The information required by Items 401(b), (d) and
(e) and Item 404(a) of Regulation S-K with respect to Mr. Boone is set forth in the Company’s Annual Report on Form 10-K for the
fiscal year ended December 31, 2024, filed with the SEC on February 27, 2025. There will not be any changes to Mr. Boone’s compensation
arrangements in connection with his appointment.
Item 7.01. Regulation FD Disclosure.
On October 29, 2025, the Company issued a press release announcing the
leadership changes reported in this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
In accordance with General Instruction B.2 of Form 8-K, the information
furnished pursuant to this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed
incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.
Item 8.01. Other Events.
Also on October 29, 2025, the Company announced
the promotion of Maryclare T. Kenney, age 48, as the Company’s new Senior Vice President and Chief Commercial Officer, effective
immediately.
Ms. Kenney previously served as the Company’s
Vice President of Sales and Marketing. Since joining the Company in 2011, she has advanced through roles of increasing responsibility.
Most recently, Ms. Kenney was responsible for Merchandise Sales and Marketing, TRANSFLO, Automotive and Total Distribution Services, Inc.
(TDSI). Prior to that, she served as Vice President of Intermodal and Automotive. Before joining the Company, Ms. Kenney spent four years
at PepsiCo serving in a range of sales leadership and strategy positions. She also served in the U.S. Army for seven years as an aviator,
attaining the rank of captain. Ms. Kenney earned a Master’s Degree in Business Administration from the Harvard Business School and
a Bachelor’s Degree in Government and International Relations from the University of Notre Dame.
Item 9.01. Financial Statements and Exhibits
(d) The following exhibits are being furnished herewith:
| Exhibit Number |
Description |
| 99.1 |
Press Release, dated October 29, 2025 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * |
Internet addresses are provided for informational purposes only and are not intended to be hyperlinks. |
Signature
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
Michael S. Burns
Senior Vice President,
Chief Legal Officer and
Corporate Secretary
Date: October 29, 2025