CSX CORP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

CSX CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Our Business

Our network serves major population centers in 26 states

east of the Mississippi River, the District of Columbia and the

Canadian provinces of Ontario and Quebec,

as well as more than 240 short-line and regional railroads,

and has access to over 70 ocean, river and lake port terminals

along the Atlantic and Gulf Coasts, the Mississippi River,

the Great Lakes and the St. Lawrence Seaway.

Letter to Shareholders

strengthen labor relations through constructive, ongoing dialogue between union and Company leaders. Another significant ONE CSX initiative has been our regular, periodic employee engagement surveys to gain insight into areas needing improvement, gather employee comments and measure progress. A crucial element of the survey initiative is transparent sharing of the results with employees, which is aimed at demonstrating the sincerity of our Company’s commitment to improving the employee work experience. Altogether, we believe that a cultural transformation in our ONE CSX workforce is beneficial for all our stakeholders by enabling us to deliver on our growth potential as our engaged employees provide better service to our customers.

Safety Commitment

Despite overall safety improvement at CSX, the past year delivered a sobering reminder of the unforgiving nature of the railroad environment. After over two years without an employee workplace fatality, we lost three railroaders in 2023. We have vowed that these tragic incidents and the lives lost will have a lasting impact at our Company. We have strengthened training for new hires and front-line supervisors, and we have implemented mentoring programs that emphasize a ONE CSX approach to safety-related teamwork. Another major event in 2023—the Norfolk Southern derailment at East Palestine, Ohio—drew widespread public attention to rail safety. Our Company had already begun upgrading our wayside defect detection devices and expanding the use of these technologies, and we accelerated our implementations in response to the safety concerns raised by this high-profile incident. These efforts are ongoing, and we are confident in our ability to protect the public and reduce derailment incidence through our multi-faceted approach. Our commitment to safety remains steadfast for both our employees and our communities.

All of these initiatives and many others are reinforcing the value of our Company by supporting our business growth strategy, which we will have the opportunity to discuss further at our 2024 Annual Meeting. To attend the May 8th meeting, enter www.virtualshareholdermeeting.com/CSX2024 into your web browser’s search bar, then enter the 16-digit control number provided on your proxy card or voting instruction form. This number can also be found on the Notice Regarding the Availability of Proxy Materials. You are encouraged to review our 2023 CSX Annual Report to Shareholders, which includes the Company’s audited financial statements and additional information about our Company’s business.

Our proxy materials are being made available electronically in keeping with CSX’s commitment to transparency and conservation of resources. Electronic distribution complies with the Securities and Exchange Commission’s “notice and access” rules in addition to being effective, efficient and more environmentally sustainable. Please refer to the Questions and Answers section of this Proxy Statement or the Annual Meeting of Shareholders section of our Investor Relations website for additional details about accessing information and the conduct of the Annual Meeting.

CSX considers every shareholder vote important, and you are encouraged to promptly submit your proxy to ensure your shares are represented and voted, whether or not you plan to attend the 2024 Annual Meeting. You can vote by proxy via the Internet, by telephone or, if you requested printed proxy materials, by returning your proxy card or voting instruction form in the postage-paid envelope provided. If you submit your proxy in advance, you can still vote your shares online during the Annual Meeting should you choose to attend virtually. Please review the instructions for each of your voting options described in this Proxy Statement as well as in the Notice you received in the mail or via email.

Your participation in our Annual Meeting is appreciated by the CSX Board of Directors and our entire leadership team.

Sincerely,

JOSEPH R. HINRICHS

President and Chief Executive Officer

Consistent with CSX’s commitment to environmental stewardship, resource conservation, governance and timely access to Company information, this year’s Proxy materials will be available to shareholders online.

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Logistics

The Annual Meeting of Shareholders(the “Annual Meeting”) of CSX Corporation (toge ther with its subsidiaries, “CSX” or the “Company”) will be held:

Items of Business

The persons named as proxies will use their discretion to vote on other matters that may properly come before the Annual Meeting.

To Our Shareholders

The above matters are described in the Proxy Statement. You are urged, after reading the Proxy Statement, to vote your shares by proxy using one of the following methods: (i) vote via the Internet or by telephone; or (ii) complete, sign, date and return your proxy card if you are a shareholder of record or voting instruction form if you hold your shares through a broker, bank or other nominee in the postage-paid envelope provided if you requested printed proxy materials. This proxy is being solicited on behalf of the Company’s Board of Directors.

The Notice Regarding the Availability of Proxy Materials (the “Notice”), the Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Annual Report”) are being mailed or made available to shareholders on or about March 25, 2024.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 2024The Company’s Notice for the Annual Meeting, Proxy Statement and 2023 Annual Report are available, free of charge, at www.proxyvote.com.

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