CSX (CSX) Proxy filing summary

Executive summary

• Entered 2026 with operational momentum, completing major infrastructure projects like the Blue Ridge Subdivision, Howard Street Tunnel, and CREATE 75th Street Flyover, enhancing network reliability and capacity.

• Intermodal was the main driver of volume growth in 2025, with new commercial agreements expanding reach into Mexico and Canada.

• Merchandise business faced mixed demand due to soft industrial economy, shifting trade policies, and weak commodity prices.

• Distributed nearly $2.4 billion to investors via dividends and buybacks in 2025, with continued capital returns planned.

• Strategy remains focused on operational excellence, cost discipline, and prudent capital use.

Voting matters and shareholder proposals

• Shareholders to elect 12 director nominees for a one-year term.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory (non-binding) vote on executive compensation for named executive officers.

• Board unanimously recommends voting FOR all proposals.

Board of directors and corporate governance

• Board comprises 12 nominees with an average tenure of 7.97 years, 42% diversity, and 83% independence.

• Board leadership is separated, with an independent Chair and Vice Chair.

• Five standing committees: Audit, Compensation and Talent Management, Executive, Finance, and Governance and Sustainability.

• Annual board and committee performance evaluations, regular refreshment, and succession planning.

• Proxy access and majority voting standard for director elections.