Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On June 4, 2021, CSX Corporation ("CSX") filed an amendment to its Amended and
Restated Articles of Incorporation, as amended (the "Amendment"). The Amendment
increases CSX's authority to issue shares of its common stock, par value $1.00
per share ("Common Stock"), from 1.8 billion shares to 5.4 billion shares. The
Amendment was filed in connection with the three-for-one split of the Common
Stock described in Item 7.01 below. The effective time of the Amendment shall be
5:00 p.m. on June 18, 2021. A copy of the Amendment is filed herewith as Exhibit
Item 7.01. Regulation FD Disclosure.
On June 3, 2021, the Board of Directors of CSX (the "Board") approved a
three-for-one split of the Common Stock (the "Stock Split"). Each holder of CSX
Common Stock of record at the close of business on June 18, 2021, will receive
two additional shares of CSX Common Stock for each share of CSX Common Stock
held on that date. The additional shares resulting from the Stock Split will be
distributed in book entry form on June 28, 2021. Shareholders will receive a
direct registration (book-entry) statement for the additional shares of CSX
Common Stock resulting from the Stock Split and will not need to exchange
existing stock certificates.
A copy of the press release announcing the Stock Split is attached hereto as
The information contained in this Current Report on Form 8-K under Item 7.01,
including Exhibit 99.1 hereto, has been "furnished" and shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to liability under that section. The information
in this Current Report under Item 7.01 shall not be incorporated by reference
into any filing or other document pursuant to the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such
filing or document.
Item 9.01. Exhibits.
(d) The following exhibits are being filed or furnished herewith:
Exhibit No. Description
3.1 Articles of Amendment to CSX Corporation's Amended and Restated
Articles of Incorporation, as amended. Filed herewith.
99.1 Press Release dated June 4, 2021 from CSX Corporation.
104 The cover page from this Current Report on Form 8-K, formatted in
* Any internet addresses provided in this exhibit are for informational purposes
only and are not intended to be hyperlinks.
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