CSX CORP 8-K

What Happened
CSX Corporation (CSX) announced the immediate separation of Stephen Fortune, Executive Vice President and Chief Digital & Technology Officer, effective May 14, 2026. Steve Watkins, Vice President of Product Management for Rail Operations, will assume Mr. Fortune’s responsibilities and report to Kevin S. Boone, Executive Vice President and Chief Financial Officer, effective immediately. The company also reported results from its Annual Meeting held May 12, 2026, and disclosed that its Board authorized an incremental $5.0 billion share repurchase program on May 12, 2026.

Key Details

• Executive change: Stephen Fortune separated May 14, 2026; severance eligibility under the CSX Executive Severance Plan is conditioned on a customary separation agreement and release (see 2026 Proxy Statement filed March 30, 2026).
• Leadership assignment: Steve Watkins will assume Fortune’s duties and report to CFO Kevin S. Boone immediately.
• Share repurchase: Board authorized $5.0 billion of incremental repurchase authority on May 12, 2026; this supplements about $989 million remaining under the prior program as of March 31, 2026. Repurchases may be made via open-market, Rule 10b5-1 plans, accelerated repurchases, or negotiated block purchases.
• Annual Meeting votes (May 12, 2026): Twelve directors were elected (vote totals reported); Ernst & Young LLP was ratified as auditor (For: 1,517,948,214; Against: 121,775,991; Abstain: 2,433,466); advisory approval of executive compensation passed (For: 1,324,087,828; Against: 98,932,409; Abstain: 5,438,016; Broker non-votes: 213,699,418).

Why It Matters

• Executive/organization: The departure of the Chief Digital & Technology Officer may affect CSX’s technology and digital initiatives; the company has named an internal successor who reports to the CFO. Any severance will follow the company’s executive severance plan.
• Capital allocation: The $5.0 billion incremental buyback authorization materially increases CSX’s capacity to return capital to shareholders, which can affect share count and per-share metrics depending on execution and timing.
• Governance: Shareholders ratified the auditor and approved executive pay on an advisory basis; detailed vote counts are provided for investor reference.