8-K current report · filed May 14, 2026

CSX Corporation (CSX) 8-K Current Report: May 14, 2026

Item 5.02Item 5.07Item 8.01CSX overviewOriginal on SEC EDGAR

Short answer

CSX Corporation (CSX) filed an 8-K current report with the SEC on May 14, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders), Item 8.01 (Other Events). Stephen Fortune, Executive Vice President and Chief Digital & Technology Officer, separated from CSX effective May 14, 2026.

CSX Corporation 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Stephen Fortune, Executive Vice President and Chief Digital & Technology Officer, separated from CSX effective May 14, 2026
  • Steve Watkins assumed Fortune’s responsibilities immediately, reporting to CFO Kevin S. Boone
  • Fortune’s severance eligibility depends on signing a customary separation agreement and release
  • Leadership transition places digital and technology oversight under the CFO organization

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • Twelve director nominees elected, with support ranging from 78% to 99.4% of votes cast
  • John J. Zillmer lowest director support, with 299.0 million votes against
  • Ernst & Young LLP auditor appointment ratified for 2026, with 1.518 billion votes for
  • Executive compensation approved on advisory basis, with 1.324 billion votes for versus 98.9 million against

Item 8.01 · Other Events

  • $5 billion incremental share-repurchase authorization approved May 12, 2026
  • Combined authorization approximately $5.989 billion, including $989 million remaining as of March 31, 2026
  • Potential shareholder-return catalyst through reduced share count and increased per-share metrics
  • Repurchases discretionary, with timing dependent on market conditions and execution methods

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