CSX 8-K 2006
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 29, 2006
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization)
500 Water Street, 15th Floor, Jacksonville, FL 32202
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On August 29, 2006, the Board of Directors (the Board) of CSX Corporation (CSX) acted by unanimous written consent to increase the size of the Board from ten to twelve and to elect Donna M. Alvarado and Steven T. Halverson to serve as members of the Board until his or her respective successor is elected and duly qualified, or until his or her earlier death, disqualification, resignation or removal. Alvarado was appointed to serve on the audit and finance committees of the Board and Halverson on the finance and governance committees of the Board.
A copy of the press release announcing the election of Alvarado and Halverson as members of the Board is attached as Exhibit 99.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 29, 2006, the Board approved an amendment to Article II, Section 2 of CSXs Bylaws to increase the size of the Board from ten directors to twelve directors. The amendment will become effective on September 1, 2006. A copy of the amended Bylaws is attached as Exhibit 3.2.
Item 9.01. Financial Statements and Exhibits.
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.
Date: August 29, 2006