form_8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): May 5, 2009
CSX
CORPORATION
(Exact
name of registrant as specified in its charter)
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Virginia
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1-08022
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62-1051971
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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500
Water Street, 15th Floor, Jacksonville, Florida
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32202
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (904) 359-3200
____________________________
(Former
name or former address, if changed since last report.)
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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
May 5, 2009, the Compensation Committee of the Board of Directors of CSX
Corporation (“CSX”) approved and adopted a long-term incentive program (the
“Program”), which covers approximately 650 participants (the “Participants”)
under the shareholder-approved CSX Omnibus Incentive Plan. The
Program seeks to motivate, reward and retain the Participants over a three-year
period. It is comprised of two separate components—Performance Grants
and Restricted Stock Units (“RSUs”).
The
Performance Grants were awarded under the CSX 2009-2011 Long Term Incentive Plan
(the “Plan”), which is attached hereto as Exhibit 10.1. Payouts of the
Performance Grants will be based on the achievement of CSX’s
pre-established Operating Ratio target for fiscal year 2011, and will be paid
out, if at all, in the form of CSX common stock in early 2012. The Plan
requires significant Operating Ratio improvement over the most recently
completed fiscal year. Payouts for certain executive officers are
subject to discretionary downward adjustment by up to 30% based upon
additional pre-established strategic initiatives. CSX’s Operating Ratio is
defined as consolidated operating expenses divided by operating revenue and
is calculated excluding non-recurring items. The Operating Ratio target that
determines payouts may also vary based on the average cost of
oil.
The RSUs
were granted to the Participants on May 5, 2009 and included the following
specific grants to the named executive officers: Michael J. Ward -
36,616; Oscar Munoz - 13,731; Tony L. Ingram - 13,731; Clarence W. Gooden -
13,731; and Ellen M. Fitzsimmons - 9,154. The RSUs vest on the third
anniversary of the grant date. A form of restricted stock agreement
is attached hereto as exhibit 10.2.
Item
8.01. Other Events.
As
previously reported, on March 19, 2009, Greenbrier Hotel Corporation (“GHC”),
owner of The Greenbrier resort and then an indirect subsidiary of CSX, filed for
Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Eastern
District of Virginia, Richmond Division (“Bankruptcy Court”). In
conjunction with the bankruptcy, GHC also announced an agreement to sell the
resort pursuant to an asset purchase agreement with Marriott Hotel Services,
Inc. (the “APA”).
On May 6,
2009, CSX sold the stock of a subsidiary that indirectly owns GHC to Justice
Family Group, LLC (“JFG”) for approximately $20 million in cash. The
previously reported bankruptcy financing that CSX made available to The
Greenbrier was paid down and no amounts were outstanding thereunder at the time
of the sale. JFG has provided funds for future draws under the
financing facility. CSX has no other continuing obligations to
finance post-sale resort operations. CSX has assumed responsibility
for certain pre-closing Greenbrier pension obligations.
CSX has
been advised by JFG that, on May 8, 2009, GHC filed a motion with the Bankruptcy
Court seeking the dismissal of GHC’s pending bankruptcy proceeding and the
termination of the APA.
Item
9.01. Financial Statements and Exhibits.
The
following exhibits are filed as a part of this Report.
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Exhibit No.
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Description
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10.1
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CSX
2009-2011 Long Term Incentive Plan
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10.2
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Form
of Restricted Stock Agreement
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SIGNATURES
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 thereunto
duly authorized.
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CSX
CORPORATION
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Date: May
11, 2009
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By:
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/s/ CAROLYN T.
SIZEMORE
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Carolyn
T. Sizemore
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Vice
President and Controller
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(Principal
Accounting Officer)
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