United States securities and exchange commission logo
April 18, 2022
Michael Burns
Vice President - General Counsel
CSX Corporation
500 Water Street
Jacksonville, Florida 32202
Re: CSX Corporation
Definitive Proxy
Statement on Schedule14A
File No. 001-08022
Filed March 22,
2022
Dear Mr. Burns:
We have reviewed your
filing and have the following comment.
Please respond to this comment by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to this comment, we may have additional comments.
Definitive Proxy Statement on Schedule 14A filed on March 22, 2022
General
1. We note that CSX filed
a definitive proxy statement relating to its annual meeting on
March 22, 2022. We also
note that a preliminary proxy statement on Schedule 14A was
filed by Chris Larson
on April 12, 2022, constituting a "solicitation in opposition," as
defined in Note 3 to
paragraph (a) of Exchange Act Rule 14a-6. In light of the
information summarized
in the following bullet points, suggesting that CSX knew, or
reasonably should have
known, of the existence of such solicitation in opposition, please
advise why CSX did not
file its annual proxy statement in preliminary form pursuant to
Exchange Act Rule
14a-6(a). In responding to this comment, please refer to I.G.2 of the
Division of Corporation
Finance: Manual of Publicly Available Telephone
Interpretations, Third
Supplement, July 2001. It is our understanding that:
in correspondence
dated February 2, 2022 from Mr. Larson addressed to Nathan
Goldman, Corporate
Secretary of CSX, Mr. Larson gave notice to Mr. Goldman that
Mr. Larson "intends
to solicit proxies from shareholders in support of the shareholder
Michael Burns
CSX Corporation
April 18, 2022
Page 2
Board nominee" and that "such solicitation shall be in compliance
regarding proxy
solicitation as required pursuant to Regulation 14A under the
Securities Exchange
Act of 1934, as amended."
in an email from Mark Austin, Assistant Corporate Secretary to Mr.
Larson, dated
February 11, 2022, Mr. Austin asked that Mr. Larson confirm whether
he planned to
file a proxy statement with the SEC and deliver proxy statements to
CSX
shareholders "representing at least half of CSX's outstanding common
stock." We
note that such email did not seek confirmation as to whether Mr.
Larson planned to
deliver proxy statements to any CSX shareholders, e.g. shareholders
representing less
than half of CSX's outstanding common stock.
in an email from Mr. Larson to Mr. Austin, dated February 14,
2022, replying to Mr.
Austin's request for confirmation, Mr. Larson indicated that he was
not seeking to
deliver a proxy statement and/or form of proxy to "holders of at
least the percentage
of the Corporation's outstanding capital stock required to elect the
nominee." We note
that such correspondence from Mr. Larson does not appear to refute
the statement in
his February 2 correspondence suggesting that he would solicit some
CSX
shareholders.
Please also advise us of CSX's intent with respect to disclosing to its
shareholders the
existence of this solicitation in opposition along with the additional
disclosure specified
by Items 4(b) and 5(b) in Exchange Act Rule 14a-101.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
FirstName LastNameMichael Burns
Division of
Corporation Finance
Comapany NameCSX Corporation
Office of Mergers
& Acquisitions
April 18, 2022 Page 2
cc: Ning Chiu, Esq.
FirstName LastName