CSX CORP
For the period ended May 12, 2026. Filed Mar 30, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 12, 2026 · Filed Mar 30, 2026
Contents
Proxy Voting Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2025 performance, please review the 2025 Annual Report.
| The Board unanimously recommends a vote FOR the election of the following director nominees. | ||
| ITEM1 | Election of DirectorsAs discussed in more detail in the “Corporate Governance” section below beginning on page 14 of this Proxy Statement. | |
|---|---|---|
COLLECTIVE KEY SKILLS AND EXPERIENCES OF THE DIRECTOR NOMINEES
Accounting/Financial Reporting
Business Operations
Corporate Governance
Finance/Capital Allocation
Government/Regulatory
Human Capital Management
Risk/Crisis Management
Sustainability
Technology/Cybersecurity
Transportation Industry/Supply Chain Management
| 9 | 2026 Proxy Statement |
Proxy Voting Summary |Shareholder Engagement Highlights
Shareholder Engagement Highlights
We conduct and facilitate shareholder outreach and engagement throughout the year to ensure that the Board of Directors and management proactively understand and consider our shareholders’ views on important issues. This approach enables us to communicate our initiatives effectively and engage in constructive dialogue with our shareholders. Below is a summary of the framework, scope, and key areas of focus of our 2025-2026 shareholder outreach and engagement efforts. Our ongoing, comprehensive, and proactive engagement with our shareholders underscores the intrinsic value that we place on shareholder feedback and our commitment to transparency and responsiveness in our decision-making processes.
Additional detail on our 2025-2026 shareholder outreach and engagement efforts and our policies and practices regarding shareholder engagement generally—including our other mechanisms for receiving feedback from and engaging with our shareholders—is provided in the “Shareholder Engagement” subsection of the “Corporate Governance” section below beginning on page 46 of this Proxy Statement. We encourage you to review this subsection for a more fulsome perspective on our shareholder outreach and engagement program.
| Outreach and Engagement Design OverviewThrough our outreach efforts before the 2025 Annual Meeting, we contacted the governance teams of 16 key shareholders representing approximately 42% of outstanding shares.* We received a meeting declination (with investors indicating that they have no concerns) from or met with the governance teams of 10 of these shareholders representing approximately 31% of outstanding shares.Through our off-season outreach efforts after the 2025 Annual Meeting, we contacted the governance teams of 24 of our largest shareholders representing approximately 44% of outstanding shares. We received feedback from or met with the governance teams of 13 of these shareholders representing approximately 30% of outstanding shares.* | CSX PARTICIPANTS | ||
|---|---|---|---|
| uGovernance and Sustainability Committee ChairuCompensation and Talent Management Committee ChairuChief Legal Officer | uHead of Investor Relations and CommunicationsuLeaders from different CSX departments, such as legal and total rewards | ||
| AREAS OF FOCUS | |||
| uExecutive compensationuBoard compositionuBoard oversight of succession planninguBoard oversight of strategy | uLeadership transitionsuCompany performanceuDirector commitments | ||
- Based on ownership as of December 31, 2024 for outreach before the 2025 Annual Meeting and as of September 30, 2025 for off-season outreach.
| The Board unanimously recommends that the shareholders vote FOR this proposal. | ||
| ITEM2 | Ratification of Independent Registered Public Accounting FirmAs discussed in more detail in the “Audit Matters” section below beginning on page 55 of this Proxy Statement. | |
|---|---|---|
| The Board unanimously recommends that the shareholders vote FOR this proposal. | ||
| ITEM3 | Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s Named Executive OfficersAs discussed in more detail in the “Executive Compensation” section below beginning on page 59 of this Proxy Statement. | |
|---|---|---|
| 2026 Proxy Statement | 10 |
Proxy Voting Summary |Executive Compensation Highlights
Executive Compensation Highlights
Alignment with Leading Governance Practices
The Compensation and Talent Management Committee has established an executive compensation program that incorporates leading governance principles, such as those highlighted below, which drive performance and support strong corporate governance.
| CSX Executive Compensation Practices Include: | CSX Executive Compensation Practices Do NOT Include/Allow: | ||
| uSignificant percentage of executive compensation that is performance baseduPerformance measures with stretch targets that are highly correlated to shareholder value creationuShort-term incentive compensation plan that contains financial and safety goalsuInclusion of multiple different financial measures in short and long-term incentive plansuPerformance management and goal setting processes for the CEO and executive leadershipuEngagement of an independent compensation consultant to review our executive compensation program and perform an annual risk assessmentuSignificant share ownership requirements for the CEO and executive leadership and non-employee directorsuDouble trigger in change-of-control agreements for severance payouts (i.e., change of control plus termination)uClawback triggers in short and long-term incentive plans based on a financial restatement or behavioral triggers such as dishonesty, fraud, theft, or misconduct, beyond those required under SEC and NASDAQ rulesuUse of payout caps on short and long-term incentivesuAnnual “Say-on-Pay” vote | uRe-pricing of underwater options without shareholder approvaluExcise tax gross-upsuRecycling of shares withheld for taxes or exercise priceuHedging or pledging of CSX common stockuVesting of equity awards with less than a one-year perioduEncouraging unreasonable risk taking |
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2025 Components of Compensation
CEO TARGET COMPENSATION(1)
OTHER NEOs AVERAGE
TARGET COMPENSATION(2)
| Salary | Cash-based Short-term Incentives | Performance Units |
| Non-qualified Stock Options | Restricted Stock Units |
(1)Represents Mr. Angel’s 2025 variable “at-risk” total target compensation of 96%, based on his prorated compensation from September 2025 through December 31, 2025, and includes the grant of performance units and nonqualified stock options he received upon starting his employment in September 2025. In 2026, Mr. Angel’s variable total target compensation is 76%.
(2)Reflects the average target compensation for all other NEOs employed with the Company as of December 31, 2025.
| 11 | 2026 Proxy Statement |
Proxy Voting Summary |Executive Compensation Highlights
Overview of Incentive Payouts
| 2025 MICPPerformance Measures(1) · Threshold(1)(50% payout) · Target(100% payout) · Maximum(200% payout) · Individual Measure Payouts · Total Achievement Level (% of Target) | ||
|---|---|---|
| Financial Goals – 70% weighting | 76%(6) | |
| Operating Income(2)(30% weighting) | 0% | |
| Operating Margin(2), (3)(30% weighting) | 0% | |
| Initiative-basedRevenue Growth(4)(10% weighting) | 20% | |
| Operational Goals(5) – 30% weighting | ||
| FRA PersonalInjury Rate(5% weighting) | 10% | |
| FRA TrainAccident Rate(5% weighting) | 10% | |
| Trip Plan Compliance(10% weighting) | 17% | |
| Fuel Efficiency(10% weighting) | 19% | |
(1)Performance measure payouts are determined independently and each measure could result in a threshold payout range from 0% to 50% as shown, where applicable, in the table.
(2)The reflected actual operating income and operating margin performance exclude a $164 million non-cash goodwill impairment charge related to the Company’s Quality Carriers investment, but this exclusion did not result in any adjustment to the actual payout amounts.
(3)Similar to prior plan years, the 2025 MICP allowed a formulaic adjustment to the operating margin performance goal by a predetermined amount if the average cost of highway diesel fuel was outside the range of $3.35 to $3.85 per gallon. This adjustment is designed to account for the potential impact that volatile fuel prices have on expenses and operating margin. Because the 2025 average price per gallon was $3.66 for highway diesel fuel, which was within the range, there was no adjustment to the operating margin goal.
(4)Initiative-based Revenue Growth is a non-GAAP measure calculated by the amount of newly generated line-haul revenue associated with specific customer initiatives in the year. Line-haul revenue is the revenue generated from moving traffic, excluding fuel surcharge, before any costs or expenses are deducted.
(5)Certain actual safety and operations performance can continue to settle over time. The Company’s 2025 achievements demonstrated in this table reflect actual performance as of the Company’s fourth quarter earnings release.
(6)No individual performance adjustments were applied to 2025 payouts for any NEO.
| 2023-2025 LTIPPerformance Measures · Threshold(0% payout) · Target(50% payout) · Maximum(100% payout) · Individual Measure Payouts · Total Achievement Level (% of Target) | |||
|---|---|---|---|
| Average Annual Operating Income Growth Rate(1)(50% weighting) | 0% | 5% | |
| Economic Profit(2)(50% weighting) | Based on prior year’s Economic Profit with the payout percent averaged over three years;Recommended performance range of 5.3% of GCE for each year ($335M for 2023) | 6% | |
| Relative Total Shareholder Return (Modifier) | 0.79x | ||
(1)The reflected actual average annual operating income growth rate excludes non-cash goodwill impairment charges of $108 million in 2024 and $164 million in 2025 related to the Company’s Quality Carriers investment, but this exclusion did not result in any adjustment to the actual payout amounts.
(2)Economic Profit is a non-GAAP measure designed to measure whether returns on new investments exceed an expected rate of return and to encourage investments in profitable growth projects.
| 2026 Proxy Statement | 12 |
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