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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

CSX Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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	About CSX believes that providing Internet access to our proxy materials increasesand the ability of our shareholders to review important information about the Company, while reducing the environmental impact of our Annual Meeting.Value We Create

Who We Are

CSX, a Class I railroad, is one of the nation’s leading transportation suppliers. The Company’s rail and intermodal businesses provide rail-based transportation services including traditional rail service and the transport of intermodal containers and trailers.

	193 Years in Operation			19,282 Employees			20,000 Route-Mile Network			3,500+ Locomotives

3.2 million Carloads

2.7 million Intermodal Units

1,642 Trains Per Day

Our transportation network serves some of the largest population centers in the nation. Nearly two-thirds of Americans live within CSX’s service territory.

The Guiding Principles of Scheduled Railroading
Scheduled railroading is transforming CSX into a more efficient and reliable railroad. Based on five guiding principles — safety, service, cost control, asset utilization and people — scheduled railroading is both an operating model and a shared commitment to excellence.
	Operate Safely
	Improve Customer Experience
	Control Costs
	Optimize Asset Utilization
	Value And Develop Employees

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		March 20, 201924, 2021 Dear Shareholder:Shareholder On Given the ongoing impacts of the COVID-19 pandemic, you will not be surprised to learn that again this year, the CSX Annual Meeting of Shareholders (“Annual Meeting”) will be conducted in a virtual format. Our collective familiarity with virtual meeting technology and its ability to support increased participation is one of the few positive aspects of this unusual time. Like CSX’s business itself, we all continue to demonstrate resilience in the face of challenges arising from disruption. Therefore, it is with confidence in the future and in anticipation of a well-attended event that I am pleased on behalf of the Board of Directors of CSX Corporation Ito cordially invite you to attend the Company’s 20192021 Annual Meeting of Shareholders (“Annual Meeting”) on Friday, May 3, 2019.7, beginning at 10:00 a.m. (EST). The meeting will begintake place at 10:00 a.m. (EDT) and will be hosted online at www.virtualshareholdermeeting.com/CSX2019. We are excited to introduce a virtual meeting format for this year’s Annual Meeting that we believe will facilitate expanded shareholder access and participation. CSX2021. To participate, in the meeting, you will needenter the 16-digit control number includedprovided on your proxy card or on your Notice of Availability of Proxy Materials. Prior to the meeting, I also encourage you to review the 20182020 CSX Annual Report to Shareholders, which includes CSX’s audited financial statements and additional information about CSX’sour Company’s business. We have elected to provide electronic access to our proxy materials under In compliance with the Securities and Exchange Commission’s “notice and access” rules, because we are again providing electronic access to our proxy materials. We believe thisthat in addition to aligning with our commitment to both transparency and sustainability, electronic distribution offers shareholders the most effective and efficient method for reviewing important information about CSX. Electronic distributionCSX while also reducesreducing the environmental impact of our Annual Meeting and supports our sustainability commitment. For additionalMeeting. Additional details about accessing information orand the conduct of the Annual Meeting please seecan be found in the Questions and Answers section of thisthe Proxy Statement or visitand in the Annual Meeting of Shareholders section of our Investor Relations website. Even if Because every vote is important, I encourage you doto promptly submit your proxy to ensure your shares are represented and voted whether or not you plan to participate in this year’sattend the 2021 Annual Meeting, your vote is important.Meeting. You can make your voice heard by submitting your proxydo so via the Internet, by phone or by completing, signing, dating and returning the enclosed proxy card in the envelope provided. I urgeIf you to do so promptly to ensuresubmit your proxy in advance, you can still vote your shares are represented and voted. Ifonline during the annual meeting should you should later decidechoose to participate in the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.attend virtually. Please review the instructions for each of your voting options described in this Proxy Statement as well as in the Notice of Internet Availability you received in the mail or via email. The Along with the CSX Board of Directors and our leadership team, I look forward to your participation in the Annual Meeting. Sincerely, James M. Foote President and Chief Executive Officer
CSX believes that providing Internet access to our proxy materials increases the ability of our shareholders to review important information about the Company, while reducing the environmental impact of our Annual Meeting.

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To Our Shareholders:Shareholders

The Annual Meeting of Shareholders (the “Annual Meeting”) of CSX Corporation (together with its subsidiaries, “CSX” or the “Company”) will be held at 10:00 a.m. (EDT) on Friday, May 3, 2019.7, 2021. If you plan to participate in the Annual Meeting, please see the instructions on page 9in the Question and Answer section of the Proxy Statement. Shareholders will be able to listen, vote electronically and submit questions during the Annual Meeting online or via telephone.online. There will be no physical location for shareholders to attend. Shareholders may only participate online at www.virtualshareholdermeeting.com/CSX2019.CSX2021.

Items of Business:Business

The persons named as proxies will use their discretion to vote on other matters that may properly come before the Annual Meeting.

The above matters are described in the attached Proxy Statement. You are urged, after reading the attached Proxy Statement, to vote your shares by proxy using one of the following methods: (i) vote via the Internet or by telephone; or (ii) if you requested printed proxy materials, complete, sign, date and return your proxy card or voting instruction form if you hold your shares through a broker, bank or other nominee in the postage-paid envelope provided. This proxy is being solicited on behalf of the Company’s Board of Directors.

Only shareholders of record at the close of business on March 4, 2019,8, 2021, which is the record date for the Annual Meeting, are entitled to vote. The Notice of Internet Availability of Proxy Materials (the “Notice”), the Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 20182020 (the “2018“2020 Annual Report”) are being mailed or made available to those shareholders on or about March 20, 2019.24, 2021.

By Order of the Board of Directors,

Nathan D. Goldman

Executive Vice President-Chief Legal
Officer
and Corporate Secretary

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 3, 2019

The Company’s Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the
fiscal year ended December 31, 2018, are available, free of charge, at www.proxyvote.com.

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The goal of CSX’s operating model is to improve transit times and enhance reliability, resulting in more consistent freight flows, a more sustainable use of resources across the CSX network, a superior service product for our customers, and a safe and rewarding work environment for CSX employees.

Our operational transformation enabled us to drive improvements across the business, including our ESG performance. Most significantly, we have been able to:

			4ESG Performance Highlights: Progress from 2017-2020(1)
Proxy Statement for 2019 Annual Meeting of Shareholders	Improve safety performance across the network through enhanced safety training, processes, and technology	8
What
	Achieve faster transit times, greater schedule reliability, increased transparency of network performance, and more consistent freight flows, resulting in a superior service for customers
	Reduce fuel usage and emissions by converting more road miles to rail miles and realizing higher utilization of assets across the network – reducing CSX’s carbon footprint as well as our customers’ footprints
			(1) 2020 data to be released later this year.

What’s Ahead

The next phase of CSX’s transformation focuses on capturing the full value of the improved service by generating profitable and sustainable growth. Increased fluidity and efficiencies across the network allow us to provide a level of service, transparency, efficiency, and reliability that was not previously possible. With continued investments in rail assets, accident prevention, environmental awareness, fuel efficiency, and more, we continue to look for opportunities to better serve our customers and employees and to make rail the sustainable transportation mode of choice.

Awards and Accomplishments

CSX is proud to have received several high-profile awards, rankings, and other honors over the last year, including the following:

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ADVANCING ESG THROUGH TRANSFORMATION

ESG Highlights

Our leadership in the freight rail industry and our aspiration to be the best-run railroad in North America rely on our ability to conduct business in a sustainable way. A strong commitment to environmental stewardship, social responsibility and a solid governance framework are critical to our mission. CSX actively works to innovate its approach and drive efficiencies, while setting challenging goals and pursuing opportunities for continued improvement as part of our commitment to sustainable business practices.

Environmental

As the most fuel-efficient mode of freight transportation on land, railroads are uniquely positioned to contribute to a more-sustainable society. CSX’s success in moving more freight with less asset intensity and reducing fuel consumption has created a reliable service product that is allowing customers to move freight from the highway to rail and reduce their overall carbon footprint.

Since the implementation of the scheduled railroading model in 2017, CSX has reduced its locomotive fleet by over 35%, improved utilization of trip optimization technology, and increased the use of distributed power – which have helped the Company reach record fuel efficiency. Looking towards the future, the Company is aggressively setting new environmental goals to guide our strategy through 2030, building on our success in moving more freight with less asset intensity and reducing fuel consumption.

Additional details on our environmental management approach, including our Environmental Policy, can be found in our 2019 ESG Report.

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ADVANCING ESG THROUGH TRANSFORMATION

Social

Our business is fueled by the dedication of our employees and our shared commitment to be the best-run railroad in North America. We believe in service, not only to our customers, but service to each other and service to our communities.

People

Workforce Diversity and Racial Equity

While 2020 provided more than its share of challenges, it shined a bright light on the extensive work that remains with respect to diversity and social justice in the United States. That said, we are extremely proud of the strides that CSX has made toward building a diverse organization that celebrates different backgrounds and experiences. We maintain our focus on working collaboratively with our employees, communities and partners to create a diverse and inclusive workplace.

In addition to our broader diversity efforts, which includes a focus on disability, women in field positions, STEM and being a military friendly organization, the Company developed a racial equity and social justice action plan focused on awareness, education and communication of diverse employee perspectives; taking action to eliminate potential or perceived inequities; providing employee development opportunities; voter education and engaging in social justice partnerships and activities across our communities.

As we work to increase the diversity of our workforce, CSX has built partnerships with organizations such as the Congressional Black Caucus, City Year, CSX Pride in Service organizations, National African-American Women’s Leadership Institute, SOAR (a leadership development program for women and minorities), Disability: In, the Wounded Warrior Project, and Generation W. Through our partnerships, we create stronger inclusion, provide opportunities and resources for our workforce, and enhance our access to exceptional talent.

Talent Strategy

At CSX, we recognize the unique contributions that each person brings to the Company and know that our people are the foundation of our success. Key to that foundation is building and maintaining a strong talent strategy. We are committed to building a culture that empowers employees to deliver value and reach their full potential. To attain our vision to be the best-run railroad in North America, we want every employee to be engaged and inspired as a valued contributor to our collective success. Our talent strategy focuses on four pillars:

Right Role, Right Number Every position adds value

Diverse Experiences & Skills Every person adds value

Motivated to Succeed Diversity, inclusion and engagement

Well-compensated Competitive pay and benefits

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ADVANCING ESG THROUGH TRANSFORMATION

Safety

Every employee at CSX is part of the Safety team. We foster a culture of learning and take a network approach to safety, with a goal of together identifying best practices to eliminate risk and sharing those practices across our network. We take a preventive approach, working to proactively reduce risk to our employees or anyone in the vicinity of our rail network. We uphold our safety culture through effective management systems, ongoing training, robust hazard management and emergency preparedness and response mechanisms, and continuous collaboration and communication with employees, customers, suppliers, communities, and industry peers.

To better serve the communities in which we operate, CSX has a multi-year partnership with Operation Lifesaver, an education and awareness organization committed to ending collisions, fatalities and injuries at highway-rail grade crossings and along railroads rights-of-way. In addition to our work with Operation Lifesaver, CSX actively participates in Rail Safety Week, during which CSX conducts awareness activities, including traffic and trespassing enforcement blitzes, school and community presentations, and truck driver outreach.

Communities

Governance

Good governance practices begin with strong leaders who understand the opportunities and challenges across the business and help make decisions that support the Company’s long-term growth and success. In consultation with the Board of Directors, CSX has developed systems, policies and procedures to ensure the Company maintains effective audit, compliance and risk management programs.

Business Ethics 2020 Ethics Data Highlights Management Employees Trained 100% Union Employees Trained 63%			Risk Management and Business Disruption Prevention $1.63B in capital expenditures to maintain and improve our existing infrastructure. Cyber and Information Security Management In 2019, Suzanne M. Vautrinot, a retired U.S. Airforce major general, joined our Board. Ms. Vautrinot, who led the USAF’s Cyber Command and is currently the benefitpresident of a virtual meeting?cybersecurity strategy and technology consulting firm, provides invaluable expertise and guidance in cyber and information security management.		8	Human Rights In 2020, CSX adopted a formal Human Rights Policy. In January 2020, CSX joined a U.S. Department of Transportation initiative to fight human trafficking through increased education and public awareness. Responsible Sourcing 4,800 suppliers, both domestic and international, create a network of partners that contribute to CSX’s responsible value chain.
What if I have technical difficulties or trouble accessing the virtual meeting?

To learn more about our commitment to Environment, Social and Governance (ESG) or to view our 2019 ESG Report, visit our ESG site at https://investors.csx.com/esg.

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This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 2020 performance, please review the 2020 Annual Report.

	9
How do I get electronic access to the proxy materials? Item 1		9
Who is soliciting my vote?		9
Who is entitled to vote?		9
How many votes do I have?		9
How many shares must be present to hold the Annual Meeting?		9
What are the vote requirements for each proposal?		10
How do I vote?		10
Can I change my vote?		10
Will my shares be voted if I do not provide voting instructions to my broker?		10
What happens if I return my proxy card but do not give voting instructions?		11
What happens if other matters are properly presented at the Annual Meeting?		11
How are votes counted?		11
What happens if the Annual Meeting is postponed or adjourned?		11
What is the deadline for consideration of shareholder proposals for the 2020 Annual Meeting of Shareholders?		11
Does the Board consider director nominees recommended by shareholders?		11
Item 1: Election of Directors		12The Board unanimously recommends a vote FOR the election of the following Director nominees.
Criteria for Board Membership		12
Key Skills and Experience		13
What if a nominee is unable to serve as director?		19
Director Independence		19
Principles of Corporate Governance		19
Shareholder Outreach and Engagement		20
Board of Directors’ Role in Risk Oversight		20
Board of Directors’ Role in Succession Planning		21
Transactions with Related Persons and Other Matters		21
Compensation Committee Interlocks and Insider Participation		22
Board Leadership and Committee Structure		22

Committee Memberships

Annual Evaluation of Board Performance

Name

26Director Since

Other Public Company Boards

Meetings

Donna M. Alvarado Independent

2006

CoreCivic, Inc. Park National Corporation

Thomas P. Bostick Independent

2020

Perma-Fix Environmental Services, Inc.

James M. Foote

2017

Steven T. Halverson Independent

2006

Paul C. Hilal Independent

2017

Aramark

David M. Moffett Independent

2015

PayPal Holdings, Inc. Genworth Financial, Inc.

Linda H. Riefler Independent

2017

MSCI, Inc.

Suzanne M. Vautrinot Independent

2019

Wells Fargo & Co. Ecolab, Inc. Parsons Corporation

James L. Wainscott Independent

2020

Parker-Hannifin Corp.

J. Steven Whisler Independent

2011

Brunswick Corporation International Paper Co.

John J. Zillmer Independent (Chairman of the Board Board)

2017

Ecolab, Inc. Aramark Corporation

Audit

Compensation and Executive SessionsTalent Management

26Executive

Finance

Governance and Sustainability

Chair

Member

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Proxy Voting Summary

Director Compensation Item 2		26
2018 Directors’ Compensation Table		27
Item 2: Ratification of Independent Registered Public Accounting Firm		28The Board unanimously recommends that the shareholders vote FORthis proposal.
Fees Paid to Independent Registered Public Accounting Firm		29

Pre-Approval Policies and Procedures Item 3		29
Report of the Audit Committee		30
Corporate Social Responsibility at CSX		32
Compensation Discussion and Analysis		33
Executive Overview		33
Executive Compensation Practices		35
What are the Elements of the Company’s 2018 Executive Compensation Program?		38
2018 Base Salary		39
2018 Short-Term Incentive Compensation		39
Long-Term Incentive Compensation		41
Employment Agreements		44
Severance and Change-of-Control Agreements		44
Benefits		45
2018 Summary Compensation Table		48
2018 Grants of Plan-Based Awards Table		49
2018 Outstanding Equity Awards at Fiscal Year End		50
2018 Option Exercises and Stock Vested Table		51
2018 Pension Benefits Table		51
2018 Nonqualified Deferred Compensation Table		53
Potential Payouts Under Change-of-Control Agreements		53
Report of the Compensation Committee		57
CEO Pay Ratio		58
Item 3: Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s Named Executive Officers		59The Board unanimously recommends that the shareholders vote FORthis proposal.
Item 4: Vote to Approve the CSX 2019 Stock and Incentive Award Plan

Elements of the Company’s 2020 Executive Compensation Programs

As an organization focused on pay-for-performance, CSX provides competitive total compensation opportunities in line with similar Comparator Group companies. The Compensation and Talent Management Committee reviews the performance and accomplishments of each executive to ensure incentive compensation payouts are consistent with the Company’s overall executive compensation program objectives.

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Attend our Annual Meeting of Shareholders

Alignment with Leading Governance Practices

The Committee has established executive compensation programs that incorporate leading governance principles. Highlighted below are executive compensation practices that drive performance and support strong corporate governance.

Date and TimeCSX Executive Compensation Practices Include: Friday, May 3, 2019 at 10:00 a.m. (EDT)		Place Meeting live via the internet – please visit www.virtualshareholdermeeting.com/CSX2019. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on your Notice of Availability of Proxy Materials.		Eligibility to Vote You can vote if you were a shareholder of record at the close of business on March 4, 2019, which is the record date for the Annual Meeting.

How to Cast Your Vote by Proxy

By internet using a computer Until 11:59 p.m. EDT on May 2, 2019 Visit 24/7 www.proxyvote.com		By internet using a smartphone or tablet Until 11:59 p.m. EDT on May 2, 2019 Scan this QR code 24/7 to vote with your mobile device (may require free software)		By telephone Until 11:59 p.m. EDT on May 2, 2019 Dial toll-free 24/7 1-800-690-6903		By mail Received on or before May 2, 2019 Sign and date your proxy card or voting instruction form and send by mail

Voting Matters and Board Recommendation

The Board of Directors unanimously recommends a vote:

1	FOR the election of the 10 director nominees named in this Proxy Statement;	2	FOR the ratification of the appointment of Ernst & Young LLP as CSX’s Independent Registered Public Accounting Firm for 2019;	3	FOR the approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers as disclosed in these materials; and	4	FOR the approval of the CSX 2019 Stock and Incentive Award Plan.
	VoteExecutive Compensation FORPractices Do NOT Include / Allow:each director nominee		VoteFOR		VoteFOR		VoteFOR

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Proxy Summary

Board Nominees

				Committee Memberships
Name		Director Since	Independent	A	C	E	F	G	P	Other Public Company Boards
	Donna M. Alvarado	2006		M	M				M	CoreCivic, Inc. Park National Corporation
	Pamela L. Carter	2010				M	C	M		Broadridge Financial Solutions, Inc. Enbridge Inc. Hewlett-Packard Enterprise Company
	James M. Foote	2017				C
	Steven T. Halverson	2006		M	C
	Paul C. Hilal	2017				M	M
	John D. McPherson	2008					M		M
	David M. Moffett	2015		C		M	M			PayPal Holdings, Inc. Genworth Financial, Inc.
	Linda H. Riefler	2017		M	M				M	MSCI, Inc.
	J. Steven Whisler	2011		M			M			Brunswick Corporation International Paper Co.
	John J. Zillmer (Chairman of the Board)	2017			M	M		C	M	Ecolab, Inc. Veritiv Corporation Performance Food Group Company

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Proxy Summary

Corporate Governance Highlights

	Directors elected annually  Significant percentage of executive compensation that is performance-based   Performance measures that are highly correlated to shareholder value creation   Engagement of an independent compensation consultant to review compensation programs and provide an annual risk assessment   Significant share ownership requirements for Vice President-level executives and above and non-employee directors   Change of control agreements require a double-trigger (i.e., change of control plus termination) for severance purposes   Clawback policy applicable to all incentive compensation plans   Inclusion of multiple financial measures in short and long-term incentive compensation plans   Use of payout caps on short and long-term incentives			Bylaws providing proxy access and rights to call special meetings
	Independent Chairman    Re-pricing of the Boardunderwater options without shareholder approval			Majority voting standard    Excise tax gross ups     Recycling of shares withheld for the election of directors and director resignation policytaxes
	All directors attended 75% or more of the Board and Committee meetings in 2018			Executive sessions of non-management directors at all regular meetings
	Audit Committee, Compensation Committee and Governance Committee comprised solely of independent directors			Policy against hedging    Hedging or pledging of CSX shares by officers and directorscommon stock

Stock ownership guidelines for officers and directors

BUSINESS HIGHLIGHTS FOR 2018

CSX accelerated its transformational change in 2018. Aided by the precision scheduled railroad business model,

Business Highlights for 2020

In 2020, CSX delivered a Company-record operating ratio of 60.3% in 2018.58.8%. In addition, CSX returned approximately $5.4$1.7 billion to shareholders in the form of dividends and share repurchases. For more detail on CSX’s performance in 2018,2020, please see the 20182020 Annual Report.

STOCK PERFORMANCE GRAPH

Stock Performance Graph The cumulative five-year shareholder returns on $100 invested at December 31, 2013,2015, assuming reinvestment of dividends, are illustrated on the accompanying graph. The Company references the Standard & Poor’s 500 Stock Index (“S&P 500”), which is a registered trademark of The McGraw-Hill Companies, Inc., and the Dow Jones U.S. Transportation Average Index (“DJT”), which provide comparisons to a broad-based market index and other companies in the transportation industry.		COMPARISON OF FIVE-YEAR CUMULATIVE RETURN

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Proxy Summary

TARGET COMPENSATION MIX FOR THE NAMED EXECUTIVE OFFICERS

Information regarding the compensation mix for the Chief Executive Officer (“CEO”) and each of the other executive officers named in the Summary Compensation Table (“Named Executive Officers” or “NEOs”) is set forth in the tables below. The tables indicate that 89% of the CEO’s target compensation and an average of 82% of the other Named Executive Officers’ target compensation is at risk and subject to the achievement of one or more performance goals.

2018 CEO TARGET COMPENSATION MIX		2018 NEO TARGET COMPENSATION MIX (EXCLUDING CEO)

EXECUTIVE COMPENSATION HIGHLIGHTS

The table below highlights the 2018 compensation for the Named Executive Officers as disclosed in theSummary Compensation Table.

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	What is the purpose of the Annual Meeting?
	At the Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting of Shareholders above, including the election of the 10 director nominees named in this Proxy Statement, the ratification of the appointment of Ernst & Young LLP as the Independent Registered Public Accounting Firm of CSX for 2019, the consideration of an advisory (non-binding) vote on compensation for our Named Executive Officers and the approval of the CSX 2019 Stock and Incentive Award Plan.
	How can I participate in the Annual Meeting?
	This year, CSX will host its first virtual Annual Meeting, which will be held at 10:00 a.m. (EDT) on Friday, May 3, 2019. There will be no physical location for shareholders to attend. Shareholders may participate online at www.virtualshareholdermeeting.com/CSX2019. The Annual Meeting will begin promptly at 10:00 a.m. (EDT). We encourage you to access the Annual Meeting prior to the start time. Online access will be available beginning at 9:45 a.m. (EDT). To participate in the Annual Meeting, including to vote your shares electronically and submit questions during the Annual Meeting, you will need the 16-digit control number included on your proxy card or on your Notice of Availability of Proxy Materials. Even if you plan to participate in the Annual Meeting, we recommend that you vote by proxy prior to the Annual Meeting so that your vote will be counted if you later decide not to participate in the Annual Meeting. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong internet connection wherever they intend to participate in the Annual Meeting.
	How can I submit a question?
	If you would like to submit a question, you may do so before or during the Annual Meeting. If you would like to submit your question any time before the start of the meeting, you may log in to www.proxyvote.com and enter your 16-digit control number. Once past the login screen, click on “Question for Management,” type in your question, and click “Submit.” Alternatively, if you would like to submit your question during the Annual Meeting, you may log in to the virtual meeting website at www.virtualshareholdermeeting.com/CSX2019 using your 16-digit control number, type your question into the “Ask a Question” field, and click “Submit,” or call 1-877-328-2502. We do not place restrictions on the type or form of questions that may be asked; however, we reserve the right to edit or reject redundant questions or questions that we deem profane or otherwise inappropriate. During the live Q&A session of the Annual Meeting, we will answer questions as they come in and address those asked in advance, as time permits. Shareholders will be limited to one question each unless time otherwise permits.
	What is the benefit of a virtual meeting?
	CSX is excited to host a virtual annual meeting for the first time in 2019. The Board believes that a virtual meeting format will provide the opportunity for full and equal participation by all shareholders, from any location around the world, while substantially reducing the costs associated with hosting an in-person meeting. In order to encourage shareholder participation and transparency, CSX will: ●provide shareholders with the ability to submit appropriate questions in advance of the Annual Meeting to ensure thoughtful responses from management and the Board; ●provide shareholders with the ability to submit appropriate questions in real-time during the Annual Meeting either via telephone or the virtual meeting website; ●provide management with the ability to answer as many questions submitted in accordance with the meeting rules of conduct as possible in the time allotted for the Annual Meeting without discrimination; and ●publish all appropriate questions submitted in accordance with the Annual Meeting rules of conduct with answers following the Annual Meeting, including those not addressed directly during the Annual Meeting.

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Proxy Statement for 2019 Annual Meeting of Shareholders

	CSX has considered concerns raised by investor advisory groups and other shareholder rights advocates that virtual meetings may diminish stockholder voice or reduce accountability. Accordingly, we have designed our virtual meeting format to enhance, rather than constrain, shareholder access, participation and communication. CSX believes its virtual meeting will afford a greater number of our shareholders the opportunity to participate in the Annual Meeting while still affording participants the same rights they would have had at an in-person meeting and substantially reducing the time and expense associated with holding an in-person meeting.
	What if I have technical difficulties or trouble accessing the virtual meeting?
	We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the Virtual Shareholder Meeting log-in page or at www.proxyvote.com. Technical support will be available starting at 9:00 a.m. EDT on May 3, 2019.
	Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?
	In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials, including this Proxy Statement and our 2018 Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless requested. Instead, the Notice, which was mailed to most of our shareholders, instructs you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice.
	How do I get electronic access to the proxy materials?
	The Notice provides you with instructions on how to: ●view CSX’s proxy materials for the Annual Meeting on the Internet; and ●instruct CSX to send future proxy materials to you electronically by email. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of the printing and mailing of these materials on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until terminated.
	Who is soliciting my vote?
	The Board of Directors of CSX (the “Board”) is soliciting your vote on matters being submitted for shareholder approval at the Annual Meeting. The Company will pay the costs of preparing proxy materials and soliciting proxies, including the reimbursement, upon request, of trustees, brokerage firms, banks and other nominee record holders for the reasonable expenses they incur to forward proxy materials to beneficial owners. In addition to using mail, proxies may be solicited in person, by telephone or by electronic communication by officers and employees of the Company acting without special compensation.
	Who is entitled to vote?
	Only shareholders of record at the close of business on March 4, 2019 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof, unless a new record date is set in connection with any such adjournments or postponements. On March 4, 2019, there were issued and outstanding 812,686,737 shares of CSX common stock, the only outstanding class of voting securities of the Company.
	How many votes do I have?
	You will have one vote for every share of CSX common stock you owned at the close of business on the Record Date.
	How many shares must be present to hold the Annual Meeting?
	The Company’s bylaws provide that a majority of the outstanding shares of stock entitled to vote constitutes a quorum at any meeting of shareholders. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for the transaction of all business. Abstentions and shares held of record by a broker, bank or other nominee that are voted on any matter are included in determining the number of shares present. Shares held by a broker, bank or other nominee that are not voted on any matter at the Annual Meeting (“broker non-vote”) will not be included in determining whether a quorum is present. Your vote is important and we urge you to vote by proxy even if you plan to participate in the Annual Meeting.

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Proxy Statement for 2019 Annual Meeting of Shareholders

	What are the vote requirements for each proposal?
	Election of Directors.In an uncontested election, a director is elected by a majority of votes cast for his or her election by the shares entitled to vote at a meeting at which a quorum is present. In accordance with the Company’s Corporate Governance Guidelines, in an uncontested election, any incumbent director nominated for re-election as a director who is not re-elected in accordance with the Company’s bylaws is required to promptly tender his or her resignation following certification of the shareholder vote. For more information on the procedures in these circumstances, seePrinciples of Corporate Governancebelow. Other Proposals.The proposal to ratify the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2019 (Item 2), proposal to approve, on an advisory (non-binding) basis, of the compensation of the Company’s NEOs (Item 3) and the proposal to approve the CSX 2019 Stock and Incentive Award Plan (Item 4) will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions are not considered votes cast on any proposal and will have no effect on the outcome of the vote for Items 1, 2, 3 or 4. “Broker non-votes” are not considered votes cast on Items 1, 3 or 4, and will have no effect on the outcome of the vote. Brokers will have discretionary voting power regarding Item 2 in the event that beneficial owners, who own their shares in “street name,” do not provide voting instructions regarding Item 2.
		How do I vote?
	To vote by proxy, you must do one ITEM 1: Election of the following: Vote by Internet.Directors If you are a shareholder of record, you can vote your shares via the Internet 24 hours a day by following the instructions in the Notice. The website address for Internet voting is indicated in the Notice. If you are a beneficial owner, or you hold your shares in “street name” (that is, through a bank, broker or other nominee), please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote via the Internet. Vote by Telephone.If you are a shareholder of record, you can vote your shares by telephone 24 hours a day by calling 1-800-690-6903 on a touch-tone telephone. Easy-to-follow voice prompts enable you to vote your shares and confirm that your instructions have been properly recorded. If you are a beneficial owner, or you hold your shares in “street name,” please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote by telephone. Vote by Mail.If you requested printed proxy materials and choose to vote by mail, complete, sign, date and return your proxy card in the postage-paid envelope provided if you are a shareholder of record or your voting instruction card if you hold your shares in “street name.” Please promptly mail your proxy card or voting instruction card to ensure that it is received prior to the Annual Meeting. To vote during the Annual Meeting, you must visit www.virtualshareholdermeeting.com/CSX2019 at the time of the Annual Meeting and enter the 16-digit control number included on your proxy card or on your Notice. Even if you plan to participate in the Annual Meeting, we recommend that you vote by proxy as described above prior to the Annual Meeting so that your vote will be counted if you later decide not to participate in the Annual Meeting.
	Can I change my vote?
	Yes. If you are a shareholder of record, you may change your vote or revoke your proxy any time before it is voted (i) by delivering written notice to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202, (ii) by timely receipt of a later-dated signed proxy card or written revocation or (iii) by a later vote via the Internet, by telephone or by voting at the Annual Meeting using the 16-digit control number included on your proxy card or your notice. If you hold your shares in “street name,” you should follow the instructions provided by your bank, broker or other nominee if you wish to change your vote.
	Will my shares be voted if I do not provide voting instructions to my broker?
	If you hold your shares in “street name” through a bank, broker or other nominee, the bank, broker or other nominee is required to vote those shares in accordance with your instructions. If you do not give instructions to the banker, broker or other nominee, the bank, broker or other nominee will be entitled to vote your shares with respect to “discretionary” items but will not be permitted to vote your shares with respect to “non-discretionary” items (those shares are treated as “broker non-votes”). The proposal to ratify the appointment of Ernst & Young LLP as CSX’s Independent Registered Public Accounting Firm for 2019 is considered a routine matter for which a bank, broker or other nominee will have discretionary voting power if you do not give instructions with respect to this proposal. The proposals to: (i) elect directors; (ii) vote on an advisory (non-binding) resolution on executive compensation; and (iii) vote on the approval of the CSX 2019 Stock and Incentive Award Plan, are non-routine matters for which a bank, broker or other nominee will not have discretionary voting power and for which specific instructions from owners who hold their shares in “street name” are required in order for a broker to vote your shares.

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Proxy Statement for 2019 Annual Meeting of Shareholders

	What happens if I return my proxy card but do not give voting instructions?
	If you are a shareholder of record and sign, date and return the proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board. The Board unanimously recommends a vote:

	1.	FORthe election of the 10 director nominees named in this Proxy Statement;
	2.	FORthe ratification of the appointment of Ernst & Young LLP as CSX’s Independent Registered Public Accounting Firm for 2019;
	3.	FORthe approval, on an advisory (non-binding) basis, of the compensation of the Named Executive Officers as disclosed in these materials; and
	4.	FORthe approval of the CSX 2019 Stock and Incentive Award Plan.

	What happens if other matters are properly presented at the Annual Meeting?
	If any other matters are properly presented for consideration at the Annual Meeting, the persons named as proxies on the enclosed proxy card will have discretion to vote on those matters for you. On the date we filed this Proxy Statement with the SEC, the Board did not know of any other matters to be brought before the Annual Meeting.
	How are votes counted?
	Votes are counted by an independent inspector of elections appointed by the Company.
	What happens if the Annual Meeting is postponed or adjourned?
	Unless a new record date has been fixed, your proxy will still be in effect and may be voted at the reconvened meeting. You will still be able to change your vote or revoke your proxy with respect to any item until the polls have closed for voting on such item.
	What is the deadline for consideration of shareholder proposals for the 2020 Annual Meeting of Shareholders?
	Shareholder Proposals for Inclusion in Next Year’s Proxy Statement.A shareholder who wants to submit a proposal to be included in the proxy statement for the 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) must send the proposal to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida, 32202, so that it is received on or before November 21, 2019, unless the date of the 2020 Annual Meeting is changed by more than 30 days from May 3, 2020, in which case the proposal must be received a reasonable time before the Company begins to print and mail its proxy materials for the 2020 Annual Meeting. Shareholder Proposals or Director Nominees Not to be Included in Next Year’s Proxy Statement.A shareholder who wants to nominate a director or submit a proposal that will not be in the proxy statement but will be considered at the 2020 Annual Meeting, pursuant to the CSX bylaws, must send it to the principal office of CSX so that it is received not earlier than the close of business on January 4, 2020, nor later than the close of business on February 3, 2020 unless the date of the 2020 Annual Meeting is more than 30 days before or more than 70 days after May 3, 2020, in which case the nomination or proposal must be received not earlier than the 120thday prior to the date of the 2020 Annual Meeting and not later than the close of business on the later of the 90thday prior to the date of the 2020 Annual Meeting or the 10thday following the day on which the Company first publicly announces the date of the 2020 Annual Meeting. Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access).The Company’s bylaws provide “proxy access” by allowing a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to submit director nominees (up to the greater of two directors or the number of directors representing 20% of the Board) for inclusion in the Company’s proxy statement, subject to the other requirements set forth in the bylaws. To include a director nominee in the Company’s proxy statement for the 2020 Annual Meeting, the proposing shareholder(s) must send notice and the required information to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida, 32202, so that it is received by November 21, 2019.
	Does the Board consider director nominees recommended by shareholders?
	Yes. The Governance Committee of the Board will review recommendations as to possible nominees received from shareholders and other qualified sources. The Governance Committee will evaluate possible nominees received from shareholders using the same criteria it uses for other director nominees. Shareholder recommendations should be submitted in writing addressed to the Chair of the Governance Committee, CSX Corporation, 500 Water Street, C160, Jacksonville, Florida 32202, and should include a statement about the qualifications and experience of the proposed nominee, as discussed further below. Shareholders who wish to nominate a director nominee should do so in accordance with the nomination provisions of the Company’s bylaws. A shareholder nomination for the 2020 Annual Meeting must be delivered to the Company within the time periods described above and set forth in the Company’s bylaws.

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Criteria for Board Membership

CRITERIA FOR BOARD MEMBERSHIP

Overview

Ten

Eleven directors are to be elected to hold office until the 20202022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) and their successors are elected and qualified. Each of the nominees, other than Thomas P. Bostick and James L. Wainscott, was elected to the Board at the Company’s 20182020 Annual Meeting of Shareholders. Nominees for Board membership are expected to be prominent individuals who demonstrate leadership and possess outstanding integrity, values and judgment. Directors and nominees must be willing to devote the substantial time required to carry out the duties and responsibilities of directors. In addition, each Board member is expected to represent the broad interests of the Company and its shareholders as a group, and not any particular constituency.

Diversity

CSX strives to cultivate an environment that embraces teamwork and capitalizes on the value of diversity. Although the Board does not have a formal written diversity policy, the Governance and Sustainability Committee has a long-standing commitment to diversity and is guided by the Company’s diversity philosophy when considering director nominees. The Committee recognizes the importance of maintaining a Board with a broad scope of backgrounds and expertise that will expand the views and experiences available to the Board in its deliberations. Many factors are taken into account when evaluating director nominees, including their ability to assess and evaluate the Company’s strategies in the face of changing economic and regulatory environments that may impact customer and shareholder expectations. In addition, the Committee feels that candidates representing varied age, gender, and cultural and ethnic backgrounds add to the overall diversity and viewpoints of the Board. The Governance and Sustainability Committee and the full Board believe that the director nominees listed below embody the breadth of backgrounds and experience necessary for a balanced and effective Board.

Board Information and Diversity Highlights

The Governance and Sustainability Committee and the full Board believe that the director nominees listed below embody the breadth of backgrounds and experience necessary for a balanced and effective Board.

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Item 1: Election of Directors

Key Skills and Experience

In determining the qualifications of a director nominee, the Board and the Governance Committee consider the following to be key skills and areas of experience:

The chart below highlights some of the Board’s skills and experience as a group. The biography of each director also includes certain of their specific areas of expertise that resulted in the Board’s determination that each nominee is uniquely qualified to serve on the Board.

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Item 1: Election of Directors

Board Nominees

The Governance Committee has recommended to the Board, and the Board has approved, the persons named below as director nominees. The Board believes that each of the director nominees adds to the overall diversity of the Board. The director nominees bring a wide range of experience and expertise in management, railroad operations and financial markets. As of the date of this Proxy Statement, the Board has no reason to believe that any of the nominees named will be unable or unwilling to serve. There are no family relationships among any of these nominees or among any of the nominees and any executive officer of the Company. Although certain directors (Messrs. Hilal and Zillmer and Ms. Riefler) were nominated to the Board in 2017 in accordance with an agreement (the “MR Agreement”) between the Company and MR Argent Advisor LLC and its affiliated funds (“Mantle Ridge”), the MR Agreement terminated following the 2018 Annual Meeting. Therefore, these director nominees are not being nominated pursuant to the MR Agreement this year.

The Board unanimously recommends a vote FOR the election of the following Director nominees.

Information regarding each director nominee follows. Each nominee has consented to being named in this Proxy Statement and to serve if elected.

	Donna M. AlvaradoIndependent Director Nominee
	Age70 Director since2006	CSX Committees Audit / Compensation / Public Affairs	Other Public Directorships ●CoreCivic, Inc. ●Park National Corporation
	Biographical Information Donna M. Alvarado is the founder and current President of Aguila International, a business-consulting firm. Previously, Ms. Alvarado served as President and Chief Executive Officer of Quest International, a global educational publishing company, from 1989 to 1993. She has served on corporate boards in the manufacturing, banking, transportation and services industries. She has also led state and national workforce policy boards. Ms. Alvarado previously served as Chairwoman of the Ohio Board of Regents. Following executive and legislative staff appointments at the U.S. Department of Defense and in the U.S. Congress, Ms. Alvarado was appointed by President Ronald Reagan to lead the federal agency ACTION, the nation’s premier agency for civic engagement and volunteerism, a position which she held from 1985 to 1989.		Skills and Qualifications As a result of her experience in the public and private sector, Ms. Alvarado brings to the Board significant workforce planning expertise, which is complemented by her experience with the Ohio Board of Regents.

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Item

ITEM 1: ElectionELECTION OF DIRECTORS

Key Skills and Experience

In determining the qualifications of Directorsa director nominee, the Board and the Governance and Sustainability Committee consider the following to be key skills and areas of experience:

					Board’s Skills and Experience as a Group
	Pamela L. CarterIndependent Director NomineeBusiness Operations		Business operations experience gives directors a practical understanding of developing, implementing and assessing the Company’s operating plan and business strategy.
	Corporate Governance		Corporate governance experience supports Board and management accountability, transparency and protection of shareholder interests.
	Finance/Capital Allocation		Financial and capital allocation experience is important in evaluating the Company’s capital structure.
	Financial Expertise/Literacy		Financial expertise and literacy is important because it assists directors with their oversight of financial reporting and internal controls.
	Government/Public Policy		Government and public policy experience is important in understanding the regulatory environment in which the Company operates.
	Risk Management		Risk management experience is critical to the Board’s risk oversight role.
	Marketing/Sales		Marketing and sales experience is important to understanding the Company’s business strategies in developing new markets.
	Talent Management		Talent management experience is valuable in helping the Company attract, motivate and retain high performing employees, including succession planning efforts.
	Transportation Industry		Transportation industry experience is important to understanding the dynamics within the freight transportation sector.

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ITEM 1: ELECTION OF DIRECTORS

Board Nominees

The Governance and Sustainability Committee has recommended to the Board, and the Board has approved, the persons named below as director nominees. The Board believes that each of the director nominees adds to the overall diversity of the Board. The director nominees bring a wide range of experience and expertise in management, railroad operations, financial markets, human capital and risk management. As of the date of this Proxy Statement, the Board has no reason to believe that any of the nominees named will be unable or unwilling to serve. If any of the nominees named is not available to serve as a director at the time of the Annual Meeting (an event which the Board does not now anticipate), the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the size of the Board.

There are no family relationships among any of these nominees or among any of the nominees and any executive officer of the Company.

Information regarding each director nominee follows. Each nominee has consented to being named in this Proxy Statement and to serve if elected.

The Board unanimously recommends a vote FORthe election of the following nominees.

Age72 69 Director since2010	2006   CSX Committees Executive / Finance (Chair) / Governance	Audit/Compensation and Talent Management   Other Public Directorships ●•  CoreCivic, Inc. Broadridge Financial Solutions, Inc.•   Park National Corporation		●Donna M. Alvarado Enbridge Inc.INDEPENDENT DIRECTOR NOMINEE ●Hewlett-Packard Enterprise Company
Biographical Information Pamela L. Carter retired in July 2015 as Vice Donna M. Alvarado is the founder and current President of Cummins Inc. and President of Cummins Distribution Business,Aguila International, a division of Cummins Inc., a designer, manufacturer and marketer of diesel engines and related components and power systems.business-consulting firm. Previously, Ms. Carter joined Cummins Inc. in 1997 as Vice President — General Counsel and held various management positions before her appointment in 2008Alvarado served as President and Chief Executive Officer of Cummins Distribution Business, a $5 billion business withQuest International, a global footprint.educational publishing company, from 1989 to 1993. She has served on corporate boards in the manufacturing, banking, transportation and services industries. She has also led state and national workforce policy boards.   Prior to her career with Cummins, Ms. CarterAlvarado previously served in various capacities withas Chairwoman of the StateOhio Board of IndianaRegents. Following executive and legislative staff appointments at the U.S. Department of Defense and in the private practice of law.U.S. Congress, Ms. CarterAlvarado was appointed by President Ronald Reagan to lead the first womanfederal agency ACTION, the nation’s premier agency for civic engagement and the first African-Americanvolunteerism, a position which she held from 1985 to be elected to the office of Attorney General in Indiana. Ms. Carter also became the first African-American woman to be elected state attorney general in the U.S. She served as Parliamentarian in the Indiana House of Representatives, Deputy Chief-of-Staff to Governor Evan Bayh, Executive Assistant for Health Policy & Human Services, and Securities Enforcement Attorney for the Office of the Secretary of State.1989.		Skills and Qualifications With strong operational As a result of her experience in the public and extensive service in government,private sector, Ms. Carter providesAlvarado brings to the Board significant workforce planning expertise, which is complemented by her experience with in-depth knowledge and insight into operations, technology, regulatory, legal and public policy matters.the Ohio Board of Regents.

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ITEM 1: ELECTION OF DIRECTORS

Age 64 Director since2020   CSX Committees Finance/Governance and Sustainability Other Public Directorships •  Perma-Fix Environmental Services, Inc.		Thomas P. Bostick INDEPENDENT DIRECTOR NOMINEE
		Biographical Information Mr. Thomas P. Bostick is a retired U.S. Army Lieutenant General and former Chief Operating Officer at Intrexon, a biological engineering company. As Chief of Engineers and Commanding General of the U.S. Army Corps of Engineers, he was responsible for most of the nation’s civil works infrastructure and military construction, leading the world’s largest public engineering organization. Among his previous commands, Mr. Bostick was the Army’s Director of Human Resources and led the U.S. Army Recruiting Command. He was deployed during Operation Iraqi Freedom as second in command of the 1st Cavalry Division and later commanded the Army Corps of Engineers Gulf Region Division.   Mr. Bostick joined Intrexon after retiring from the Army in 2016. He led a restructuring of the company in 2019 that resulted in Intrexon being renamed Precigen at the start of 2020.   Skills and Qualifications Mr. Bostick has extensive leadership experience, engineering expertise and knowledge in the fields of sustainability and human resources.

Age 67 Director since2017   CSX Committees Executive (Chair) Other Public Directorships •  None		James M. Foote Management Director NomineeMANAGEMENT DIRECTOR NOMINEE / Chief Executive Officer and PresidentPRESIDENT AND CHIEF EXECUTIVE OFFICER
	Age65 Director since2017	CSX Committees Executive (Chair)	Other Public Directorships ●None
Biographical Information James M. Foote, a senior executive with over 40 years of railroad industry experience in finance, operations and sales and marketing, was named President and Chief Executive Officer and a director of CSX in December 2017. Mr. Foote joined CSX as Executive Vice President and Chief Operating Officer in October 2017. Prior to joining CSX, Mr. Foote was President and Chief Executive Officer of Bright Rail Energy, a technology company formed in 2012 to design, develop and sell products that allow railroads to switch locomotives to natural gas power. Before heading Bright Rail, Mr. Foote was Executive Vice President, Sales and Marketing with Canadian National Railway Company (“Canadian National”).Company. Mr. Foote joined Canadian National in 1995 as Vice President – Investor Relations to assist with the company’s privatization. He also served as Vice President Sales and Marketing – Merchandise at Canadian National.		Skills and Qualifications Mr. Foote has expertise in railroad operations, including the scheduled railroading operating model, and sales and marketing. He also provides the Board with significant knowledge and understanding of the Company and its business.

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ItemITEM 1: Election of DirectorsELECTION OF DIRECTORS

Age 66 Director since2006   CSX Committees Audit/Compensation and Talent Management (Chair)/Executive Other Public Directorships •  None
		Steven T. Halverson Independent Director NomineeINDEPENDENT DIRECTOR NOMINEE
Age64 Director since2006		CSX Committees Audit / Compensation (Chair)	Other Public Directorships ●None
Biographical Information Steven T. Halverson is the former Chairman and former Chief Executive Officer of The Haskell Company, one of the largest design and construction firms in the United States. Prior to joining The Haskell Company in 1999, Mr. Halverson served as a Senior Vice President of M.A. Mortenson, a national construction firm. Mr. Halverson also serves as a director for GuideWell Mutual Insurance Holdings, Blue Cross Blue Shield of Florida, and is past chair of the Florida Council of 100, the Florida Chamber of Commerce, the Construction Industry Roundtable and the Jacksonville Civic Council. From 2008 until its sale to McKesson Corporation in 2013, Mr. Halverson served on the board of directors of PSS World Medical.		Skills and Qualifications Mr. Halverson’s expertise in the construction industry allows him to provide unique insight and perspective on the U.S. economy and certain CSX markets. In addition, through his roles with key organizations in Florida, Mr. Halverson provides broad leadership capabilities to the Board.

Age 54 Director since2017   CSX Committees Executive/Finance/ Governance and Sustainability Other Public Directorships •  Aramark
		Paul C. Hilal Director NomineeINDEPENDENT DIRECTOR NOMINEE / Vice Chairman of the BoardVICE CHAIRMAN OF THE BOARD
Age52 Director since2017		CSX Committees Executive / Finance	Other Public Directorships ●None
Biographical Information Paul C. Hilal founded and controls MantleMangle Ridge LP and each of its related entities.entities (“Mantle Ridge”). Prior to founding Mantle Ridge, Mr. Hilal was a partner and senior investment professional at Pershing Square Capital Management where he worked from 2006 to 2016. From 2012 to 2016, Mr. Hilal served as a director of Canadian Pacific Railway Limited (“Canadian Pacific”) where he was chair of the Management Resources and Compensation Committee and a member of the Finance Committee. Mr. Hilal currently serves on the Board of Overseers of Columbia Business School and served until 2016 on the Board of the Grameen Foundation – an umbrella organization that helps micro-lending and micro-franchise institutions empower the world’s poorest through financial inclusion and entrepreneurship.		Skills and Qualifications Mr. Hilal draws on his experience as a value investor, as a capital allocator, and as an engaged director driving shareholder value. Additionally, through his railroad industry experience and perspective, Mr. Hilal provides the Board valuable insight regarding the financial aspects of CSX’s business.

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ItemITEM 1: Election of DirectorsELECTION OF DIRECTORS

		John D. McPhersonIndependent Director Nominee
Age69 72 Director since2008		2015   CSX Committees Audit (Chair)/Executive/Finance / Public Affairs	Other Public Directorships ●•  PayPal Holdings, Inc. None•   Genworth Financial, Inc.		David M. Moffett INDEPENDENT DIRECTOR NOMINEE
Biographical Information John D. McPherson served as President and Chief Operating Officer of Florida East Coast Railway, a wholly-owned subsidiary of Florida East Coast Industries, Inc., from 1999 until his retirement in 2007. From 1993 to 1998, Mr. McPherson served as Senior Vice President – Operations, and from 1998 to 1999, he served as President and Chief Executive Officer of the Illinois Central Railroad. Prior to joining the Illinois Central Railroad, Mr. McPherson served in various capacities at Santa Fe Railroad for 25 years. From 2012 to 2015, Mr. McPherson served on the board of directors of Las Vegas Railway Express, a start-up passenger railroad that plans to operate between Los Angeles and Las Vegas. From 1997 to 2007, Mr. McPherson served as a member of the board of directors of TTX Company, a railcar provider and freight car management services joint venture of North American railroads.		Skills and Qualifications As a result of his extensive career in the rail industry, Mr. McPherson serves as an expert in railroad operations.

	David M. MoffettIndependent Director Nominee
	Age67 Director since2015	CSX Committees Audit (Chair) / Executive / Finance	Other Public Directorships ●PayPal Holdings, Inc. ●Genworth Financial, Inc.
	Biographical Information David M. Moffett served as the Chief Executive Officer and a director of the Federal Home Loan Mortgage Corporation from September 2008 until his retirement in March 2009. He previously served as a Senior Advisor with the Carlyle Group LLC from May 2007 to September 2008, and as the Vice Chairman and Chief Financial Officer of U.S. Bancorp from 2001 to 2007, after its merger with Firstar Corporation where he served as Vice Chairman and Chief Financial Officer from 1998 to 2001. Mr. Moffett also served as Chief Financial Officer of StarBanc Corporation, a predecessor to Firstar Corporation, from 1993 to 1998. Mr. Moffett serves as a trustee on the boards of Columbia Fund Series Trust I and Columbia Funds Variable Insurance Trust, overseeing approximately 52 funds within the Columbia Funds mutual fund complex. In addition, he serves as a trustee for the University of Oklahoma Foundation. Mr. Moffett also has served as a consultant to Bridgewater and Associates. From 2007 to 2015, Mr. Moffett served on the board of directors of eBay, Inc. From 2010 to 2016, Mr. Moffett served on the board of directors of CIT Group Inc.		Skills and Qualifications With his many years of experience as a chief executive officer or chief financial officer of public financial services companies, Mr. Moffett is able to provide valuable insight to the Board concerning financial matters. He is also able to leverage his significant public policy experience.

WWW.CSX.COM          17Age

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Item 1: Election of Directors60

Director since2017  

CSX Committees
Compensation and Talent Management/Executive/
Governance and Sustainability (Chair)

Other Public Directorships

•  MSCI, Inc.

	Linda H. Riefler Independent Director NomineeINDEPENDENT DIRECTOR NOMINEE
	Age57 Director since2017	CSX Committees Audit / Compensation / Public Affairs	Other Public Directorships ●MSCI, Inc.
	Biographical Information Linda H. Riefler served as the Chairman of Global Research at Morgan Stanley from 2011 to 2013 and prior to that as Global Head of Research since 2008. From 2006 to 2008 she served as the Chief Talent Officer of Morgan Stanley, in which role she served on both the Management Committee for seven years and the Operating Committee of Morgan Stanley. Ms. Riefler joined Morgan Stanley in 1987 in the Capital Markets division and was elected a managing director in 1998.		In addition to serving on the CSX board of directors, Ms. Rielfer currently serves on the board of MSCI, Inc., a global provider of indices and decision report tools, services to global portfolio managers and asset owners across the equity, fixed income, and alternative asset universes. MSCI is also a leader in ESG research. She also serves on the board of North American Partners in Anesthesia, a private equity-owned national health care company. Ms. Riefler also serves as the chair of an educational nonprofit called Pencils of Promise that is committed to literacy in global rural underserved communities. Previously, Ms. Riefler has served on the boards of Stanford Graduate School of Business and Choate Rosemary Hall. Skills and Qualifications Ms. Riefler draws on her experience at Morgan Stanley to provide the Board perspective on growth strategies, risk management, debt and equity financings, and capital market allocations.

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ITEM 1: ELECTION OF DIRECTORS

Age 61 Director since2019   CSX Committees Audit/Governance and Sustainability Other Public Directorships •  Ecolab, Inc. •  Parsons Corporation •  Wells Fargo & Co.		Suzanne M. Vautrinot INDEPENDENT DIRECTOR NOMINEE
		Biographical Information Suzanne M. Vautrinot is the Founder and President of Kilovolt Consulting, Inc., a cyber security strategy and technology consulting firm.   In 2013, Ms. Vautrinot retired from the United States Air Force (“USAF”) as a Major General following a distinguished 31-year career where she influenced the development and application of critical cyber security and space technology. From 2011 to 2013, Ms. Vautrinot served as Commander of the USAF’s Cyber Command where she oversaw a multibillion-dollar cyber enterprise and led a workforce of 14,000 personnel conducting offensive and defensive cyber operations worldwide. She served as the Deputy Commander for Joint Forces Component Command Network Warfare and was instrumental in creating, operating and protecting U.S. Cyber Command and the global network architecture. During her career in the USAF, Ms. Vautrinot also served as Director of Plans and Policy, U.S. Cyber Command and Deputy Commander, Network Warfare, U.S. Strategic Command, as well as Commander - Air Force Recruiting Service. Ms. Vautrinot was formerly a director of Norton Life Lock Inc. (formerly Symantec Corporation) from 2013 to 2019. Skills and Qualifications Ms. Vautrinot provides the Board with expertise in cyber security, risk management, corporate governance and talent management.

Age 63 Director since2020   CSX Committees Compensation and Talent Management/Finance Other Public Directorships •  Parker-Hannifin Corp.		James L. Wainscott INDEPENDENT DIRECTOR NOMINEE
		Biographical Information James L. Wainscott is the former Chairman, President and Chief Executive Officer of AK Steel Holding Corporation, a leading steel production and manufacturing company. He joined AK Steel in 1995 as Vice President and Treasurer and was appointed Chief Financial Officer two years later. In 2003, he was named President, CEO and a member of the board of directors and then Chairman of the Board in 2006. Mr. Wainscott retired as President and CEO of AK Steel in 2015, and as Chairman in 2016. Prior to his time at AK Steel, Mr. Wainscott held a number of leadership positions with National Steel Corporation. Mr. Wainscott also serves as vice chair of the Council of Chief Executives, a group primarily consisting of retired Fortune 500 Company CEOs.   Skills and Qualifications Mr. Wainscott brings a deep knowledge of key industrial markets and proven leadership to the Company’s board of directors.

2021 Proxy Statement

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ITEM 1: ELECTION OF DIRECTORS

Age 66 Director since2011   CSX Committees Audit/Finance (Chair) Other Public Directorships •  Brunswick Corporation •  International Paper Co.		J. Steven Whisler Independent Director NomineeINDEPENDENT DIRECTOR NOMINEE
	Age64 Director since2011	CSX Committees Audit / Finance	Other Public Directorships ●Brunswick Corporation ●International Paper Co.
Biographical Information J. Steven Whisler is the retired Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, where he served in many roles from 1981 until his retirement in 2007. During his tenure at Phelps Dodge Corporation, Mr. Whisler was instrumental in the implementation of its “Zero and Beyond” safety program designed to eliminate workplace injuries and its “Quest for Zero” process-improvement program designed to, among other things, eliminate environmental waste while enhancing product quality. Mr. Whisler also served as director of US Airways Group, Inc. from 2005 until 2011, and Burlington Northern Santa Fe from 1995 until its acquisition by Berkshire Hathaway in 2010.		Skills and Qualifications Through his prior tenure on the Burlington Northern Santa Fe board of directors and as a former executive in the mining industry, Mr. Whisler brings to the Board invaluable safety program experience, railroad knowledge and familiarity with certain key markets.

18          CSX Corporation 2019 Proxy Statement

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Item 1: Election of Directors

Age 65 Director since2017   CSX Committees Compensation and Talent Management/ Executive/Governance and Sustainability Other Public Directorships •  Ecolab, Inc. •  Aramark
		John J. Zillmer Independent Director NomineeINDEPENDENT DIRECTOR NOMINEE / Chairman of the BoardCHAIRMAN OF THE BOARD
Age63 Director since2017		CSX Committees Compensation / Executive / Governance (Chair) / Public Affairs	Other Public Directorships ●Ecolab, Inc. ●Veritiv Corporation ●Performance Food Group Company
Biographical Information John J. Zillmer is the formerPresident and Chief Executive Officer of Aramark, a food service, facilities, and uniform services provider. Prior to joining Aramark, Mr. Zillmer served as the Executive Chairman, President and Chief Executive Officer of Univar Inc., a global chemical distributor and Fortune 500 company, where he also served as a director from 2009 to 2012. Prior to joining Univar, Mr. Zillmer served as Chairman and Chief Executive Officer of Allied Waste Industries, Inc. from 2005 to 2008, leading an operational transformation whichthat has become an industry benchmark. He has also served as a director of Liberty Capital Partners, a private equity and venture capital firm specializing in start-ups,startups, early stage, growth equity, buyouts and acquisitions. Mr. Zillmer also serves on the North American advisory board of CVC Capital Partners. He previously served on the board of Reynolds American, Inc. from 2007 until its acquisition by British American Tobacco in 2017.2017, Veritiv Corporation from 2014 to 2020, and Performance Food Group Company from 2015 to 2019.		Skills and Qualifications Mr. Zillmer provides the Board valuable insight on business optimization and improvement, in addition to labor relations, environmental safety, logistics, corporate governance and talent management.

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Table of ContentsWhat if a nominee is unable to serve as director?

If any of the nominees named above is not available to serve as a director at the time of the Annual Meeting (an event which the Board does not now anticipate), the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the size of the Board.ITEM 1: ELECTION OF DIRECTORS

DIRECTOR INDEPENDENCEDirector Independence

The Board annually evaluates the independence of each of its directors and, acting through its Governance and Sustainability Committee, the performance of each of its directors. In evaluating the independence of each of its directors, the Board considers the NasdaqNASDAQ Global Select Market (“Nasdaq”NASDAQ”) listing standards and reviews transactions or relationships, if any, between each director, director nominee or his or her immediate family and the Company or its subsidiaries. The purpose of this review is to determine whether any such relationships or transactions would interfere with the exercise of independent judgment by the director or director nominee in carrying out his or her responsibilities as a director, and thus, be inconsistent with a determination that the director or director nominee is independent. The Board also considers the independence of its committee members under applicable tax and securities laws.

In February 2019,2021, after considering NasdaqNASDAQ listing standards, the Board, upon recommendation from the Governance and Sustainability Committee, determined that the following director nominees are independent under the NasdaqNASDAQ listing standards: Donna M. Alvarado, Pamela L. Carter,Thomas P. Bostick, Steven T. Halverson, John D. McPherson,Paul C. Hilal, David M. Moffett, Linda H. Riefler, Suzanne M. Vautrinot, James L. Wainscott, J. Steven Whisler and John J. Zillmer.

PRINCIPLES OF CORPORATE GOVERNANCEPrinciples of Corporate Governance

The Board is committed to corporate governance principles and practices that facilitate the fulfillment of its fiduciary duties to the Company and its shareholders. The Board has adopted Corporate Governance Guidelines that reflect the high standards that employees, investors, customers, suppliers and others should expect. Key corporate governance principles observed by the Board and the Company include:

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	■	separation of the roles of Chairman and Chief Executive Officer;
●	■	nomination of a slate of directors for election to the Board, a substantial majority of which are independent, as that term is defined in the NasdaqNASDAQ listing standards;
●	■	establishment of qualification guidelines for director candidates and review of each director’s performance and continuing qualifications for Board membership;
●	■	the requirement that the Audit Committee, Compensation and Talent Management Committee and Governance and Sustainability Committee be comprised solely of independent directors (within the meaning of applicable tax and securities laws);directors;

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Item 1: Election of Directors

●■	authority for the Governance,Audit, Compensation and AuditTalent Management and Governance and Sustainability Committees to retain outside, independent advisors and consultants when appropriate;
●	■	adoption of a Code of Ethics, which meets applicable rules and regulations and covers all directors, officers and employees of CSX;
●	■	adoption of a Policy Regarding Shareholder Rights Plans, establishing parameters around the adoption of any future shareholder rights plan, including the expiration of any such plan within one year of adoption if the plan does not receive shareholder approval or ratification;
●	■	adoption of a Policy Regarding Shareholder Approval of Severance Agreements, requiring shareholder approval of certain future severance agreements with senior executives that provide benefits in an amount exceeding a threshold set forth in the policy;
●	■	a majority voting standard with a director resignation policy in an uncontested election; and
●	■	adoption of a proxy access bylaw.bylaw with market terms.

CSX’s Corporate Governance Guidelines and Code of Ethics are available on the Company’s website at http://investors.csx.com under the heading “Corporate“Environmental, Social and Governance.” Shareholders may also request a free copy of any of these documents by writing to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Any waivers of or changes to the Code of Ethics that apply to our directors or executive officers will be disclosed on CSX’s website athttp://www.csx.com.www.csx.com. There were no waivers to the Code of Ethics in 2018.2020.

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ITEM 1: ELECTION OF DIRECTORS

SHAREHOLDER OUTREACH AND ENGAGEMENTShareholder Outreach and Engagement

We believe that on-going shareholder engagement is a key component of effective corporate governance that allows the Company to better understand evolving trends and enable strategic decision-making to deliver shareholder value. We conduct shareholder outreach throughout the year to ensure that management and the Board understand and consider our shareholders’ views on important issues.

Senior leaders and subject matter experts from the Company meet routinely with representatives from many of our institutional shareholders and periodically with proxy advisory firms to discuss CSX’s business strategy, corporate governance practices, executive compensation, and environmental, social and governanceESG matters. Members of the Board participate in these meetings from time to time.

In addition to this shareholder outreach, CSX also engages with shareholders and other interested parties through its participation in industry and investment community conferences, investor road shows, and analyst meetings. In 2020, CSX maintained an active shareholder outreach program, including investor conferences, small group meetings, and non-deal roadshows. The Company leveraged the increased use of virtual meetings to expand international outreach, meeting with investors in Europe, Asia and Australia. In 2020, CSX hosted meetings with almost 400 firms, including 167 unique firms, representing $10.4 trillion of equity assets under management.

In addition, we continue to successfully engage with individual shareholders to advance issues that are in the best interests of our broad and diverse shareholder base. As part of our ESG reporting process, we conduct a materiality assessment to rank those items deemed the most important to various stakeholders, including shareholders, employees, customers, regulators, and other interested parties.

Shareholders

Interested parties who wish to communicate with the Board, or with a particular director, may forward appropriate correspondence to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Pursuant to procedures established by the non-management directors of the Board, the Office of the Corporate Secretary will forward appropriate correspondence to the Board or a particular director. Appropriate correspondence generally includes any legitimate, non-harassing inquiries or statements. Interested parties who wish to communicate with the Chairman of the Board or non-employee directors may forward correspondence to CSX Corporation, the Chairman of the Board, CSX

Board of Directors, 500 Water Street, C160, Jacksonville, Florida 32202.Directors’ Role in Risk Oversight

BOARD OF DIRECTORS’ ROLE IN RISK OVERSIGHT

Pursuant to its charter, the Audit Committee of the Board has primary responsibility for risk oversight. In addition to regular risk presentations to the Audit Committee, management periodically reports to the Board and its other committees on current risks and the Company’s approach to avoiding and mitigating risk exposure.

The Company’s BusinessEnterprise Risk Management (“BRM”ERM”) program includes activities related to the identification, assessment, mitigation and monitoring of risks. The CSX risk universe is divided into the following broad risk categories:

Compliance— Risks directly impacting CSX’s ability to meet or comply with state, federal or local rules and regulations (e.g., environmental laws and regulations);

Strategic— Risks (and opportunities) directly impacting CSX’s ability to achieve or exceed its stated longer term strategic objectives (e.g., market demand shifts); and

External— Risks arising from events outside CSX and beyond the Company’s direct influence or control (e.g.

	■	Compliance Risks directly impacting CSX’s ability to meet or comply with state, federal or local rules and regulations (e.g., environmental laws and regulations);
	■	Strategic Risks (and opportunities) directly impacting CSX’s ability to achieve or exceed its stated longer term strategic objectives (e.g., market demand shifts); and
	■	External Risks arising from events outside CSX and beyond the Company’s direct influence or control (e.g., economic downturn, cyber and other security risks).

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ITEM 1: ELECTION OF DIRECTORS

The objective of the BRMERM program is to facilitate timely identification and review of new and existing risks along with overseeing the development and execution of mitigation plans. A well-established risk management structure is leveraged to govern the program. Risks are prioritized based on their potential impacts on the Company. On an ongoing basis, risks are evaluated to track the status of key mitigation activities along with the trends of key indicators. Ultimately, the BRMERM program provides an opportunity for business and functional leadership to collaborate on the key Company risks and identify needed mitigation steps to help advance the Company’s objectives.

20          CSX Corporation 2019 Proxy Statement RISK OVERSIGHT PROCESS

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TableBoard of ContentsDirectors’ Role in Succession Planning

Item 1: Election of Directors

BOARD OF DIRECTORS’ ROLE IN SUCCESSION PLANNING

The Board is responsible for succession planning for the Board, as well as senior management, including the CEO. In addition to succession planning efforts by the Board and the Governance and Sustainability Committee throughout the year, the full Board engages in a comprehensive management succession planning exercise on an annual basis where it analyzes potential succession candidates across all senior management positions. Although the Board focuses on the senior executive team and CEO succession, directors also discuss the pipeline for other key roles in the Company. As part of this exercise, the Board reviews skills, competencies and readiness levels of succession candidates and recommends development plans to ensure that management succession candidates are adequately prepared for planned and unexpected transitions.

TRANSACTIONS WITH RELATED PERSONS AND OTHER MATTERSBoard of Director’s Role in Oversight of ESG

The Governance and Sustainability Committee oversees the development and execution of CSX’s ESG strategy and reporting. Additionally, the Audit Committee of the Board has responsibility for risk oversight and evaluation of climate-related issues, including risks associated with energy and environmental policy. On a day-to-day basis, ESG is collaboratively managed by the respective operational departments. Operational leaders are responsible for measuring and monitoring progress against key performance indicators and for reviewing and applying stakeholder feedback and insights.

Transactions with Related Persons and Other Matters

CSX operates under a Code of Ethics that requires all employees, officers and directors, without exception, to avoid engaging in activities or relationships that conflict, or would be perceived to conflict, with the Company’s interests or adversely affect its reputation. It is understood, however, that certain relationships or transactions may arise that would be deemed acceptable and appropriate upon full disclosure of the transaction, following review to ensure there is a legitimate business reason for the transaction and that the terms of the transaction are no less favorable to CSX than could be obtained from an unrelated person. The Audit Committee is responsible for oversight, review and oversightapproval or ratification of all transactions with related persons. CSX has not adopted written procedures for reviewing, approving or ratifying Related Person Transactions, but generally follows the procedures described below in accordance with Item 404 of Regulation S-K.

A “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which: (i) CSX (including any of its subsidiaries) was, is or will be a participant; (ii) the amount involved exceeds $120,000 in any fiscal year; and (iii) any Related Person had, has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

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ITEM 1: ELECTION OF DIRECTORS

A “Related Person” includes: (i) any person who is, or at any time since the beginning of the last fiscal year was, a director or executive officer or a nominee to become a director; (ii) any person who is known to be the beneficial owner of more than 5% of any class of CSX’s voting securities; (iii) any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; and (iv) any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5%direct or greater beneficial ownershipindirect material interest.

On an annual basis, in response to the Directors and Officers Questionnaire (“Questionnaire”) and a Related Person Transaction survey (“Survey”), each director, director nominee and executive officer submits to the Corporate Secretary a description of any current or proposed Related Person Transactions. Directors and executive officers are expected to notify the Corporate Secretary of any updates to the list of Related Person Transactions during the year. If Related Person Transactions are identified, those transactions are reviewed by the Audit Committee.

The Audit Committee will evaluate Related Person Transactions based on:

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information provided to the Board during the required annual affirmation of independence;

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applicable responses to the Questionnaires and Surveys submitted to the Company; and

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any other applicable information provided by any director or executive officer of the Company, or obtained through internal database queries.

In connection with the review, approval or ratification of any Related Person Transaction, the Audit Committee will consider whether the transaction will be a conflict of interest or give the appearance of a conflict of interest. In the case of any Related Person Transaction involving an outside director or nominee for director, the Audit Committee will also consider whether the transaction will compromise the director’s status as an independent director as prescribed in the NasdaqNASDAQ listing standards. The Audit

Compensation Committee did not identify any Related Person Transactions during 2018 that are required to be reported pursuant to Item 404(a) of Regulation S-K.

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Table of ContentsInterlocks and Insider Participation

Item 1: Election of Directors

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of the Compensation and Talent Management Committee is, or in 20182020 was, an executive officer or former executive officer or employee of the Company. In addition, no executive officer of the Company served on the board of directors of any entity whose executive officers included a director of the Company.

BOARD LEADERSHIP AND COMMITTEE STRUCTUREBoard Leadership and Committee Structure

The Board believes that at this time, and based on the Company’s current circumstances, the positions of Chairman and CEO should be separate, with the Chairman of the Board role being filled by an independent director. The duties of the Chairman include: (i) calling special meetings of the Board; (ii) presiding at all meetings of the Board and shareholders; (iii) in consultation with the Vice Chairman of the Board, determining the agenda, schedule and meeting materials for meetings of the Board in consultation with the Vice Chairman of the Board; (iv) guiding Board discussions and facilitating discussions between the Board and the Company’s management; (v) interacting with the Company’s analysts, investors, employees and other key constituencies; and (vi) keeping the Vice Chairman informed, and consulting with the Vice Chairman, as to material internal and external discussions the Chairman has, and material developments the Chairman learns, about the Company and the Board.

The Chairman is assisted by a Vice Chairman. The duties of the Vice Chairman include: (i) providing input on the agenda, schedules and meeting materials for meetings of the Board; (ii) assisting in guiding Board discussions and facilitating communication between the Board and the Company’s management; (iii) interacting with the Company’s analysts, investors, employees and other key constituencies; (iv) performing the duties of Chairman in the absence or at the request of the Chairman; and (v) keeping the Chairman informed, and consulting with the Chairman, as to material internal and external discussions the Vice Chairman has, and material developments the Vice Chairman learns, about the Company and the Board.

The Board has sixfive standing committees: the Audit Committee, the Compensation and Talent Management Committee, the Executive Committee, the Finance Committee, and the Governance Committee and the Public AffairsSustainability Committee. Each of these committees has a written charter approved by the Board, a copy of which can be found on the Company’s website athttp://investors.csx.comunder the heading “Corporate“Environmental, Social and Governance.” As of the Record Date, the composition of the committees of the Board was as follows:

Director22	Audit	Compensation	Executive	Finance	Governance	Public Affairs
Donna M. Alvarado	M	M				M
John B. Breaux			M		M	C
Pamela L. Carter			M	C	M
James M. Foote			C
Steven T. Halverson	M	C
Paul C. Hilal			M	M
John D. McPherson				M		M
David M. Moffett	C		M	M
Linda H. Riefler	M	M				M
J. Steven Whisler	M			M
John J. Zillmer		M	M		C	M

C Chair          M Member

22          CSX Corporation 2019 Proxy Statement

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