CSX Corporation (CSX)
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AGM 2020

May 6, 2020

Speaker 1

Welcome to the CSX Annual Meeting. I will now turn the conference over to John Zillmer, Chairman of the Board.

Speaker 2

Good morning, and welcome to the CSX Annual Meeting of Shareholders. I'm John Zylmer, Chairman of the CSX Board of Directors, and I hereby call this meeting to order. I will serve as Chairman of today's meeting and Nathan D. Goldman, Executive Vice President, Chief Legal Officer and Corporate Secretary, will act as the meeting secretary. This is our 2nd year hosting a virtual meeting.

Although this year, we clearly find ourselves in a different situation as we alter our business practices in light of the COVID-nineteen pandemic. The Board believes that a virtual meeting platform provides shareholders, our executive team and our employees with an opportunity to safely participate in our annual meeting from any location around the world. Before we move on to the business portion of the meeting, I would like to take a moment to acknowledge all CSX railroaders. Protecting their health and safety is

Speaker 3

our foremost concern

Speaker 2

as they keep our trains moving during this unprecedented time. I want to thank them for their dedication and perseverance as they continue to deliver essential goods to communities across our 23 state network. As is our custom, we will conduct the business portion of our meeting first, then conduct a question and answer session. During the question and answer session, we will answer questions submitted in advance of the meeting and questions that are received during the meeting as time permits. Before we begin the business for the meeting, it's my pleasure to introduce the members of your Board of Directors.

Donna M. Alvarado, Founder and current President of Aguila International, a business consulting firm Pamela Carter, former President a division of Cummins Incorporated, a designer, manufacturer and marketer of diesel engines and related components and power systems James M. Foote, President and Chief Executive Officer of CSX Stephen T. Halverson, Chairman of the Board of Haskell Corporation, one of the largest design and construction firms in the country Paul C. Halal, Founder and Managing Member of Mantle Ridge L.

P, an Investment Advisory Firm John D. McPherson, Former President and Chief Operating Officer of Florida East Coast Railway David M. Moffett, former Chief Executive Officer and Director of the Federal Home Loan Mortgage Corporation Linda Riefler, the former Chairman of Global Research at Morgan Stanley Suzanne M. Fontronot, Founder and President of Killavote Consulting, a cyber strategy and technology consulting firm and Stephen Whistler, Retired Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company. I would also like to introduce key officers who are with us today.

Jim Foote, who I've already introduced Nathan Goldman Kevin S. Boone, Executive Vice President and Chief Financial Officer James J. Woychuck, Executive Vice President of Operations Edmundell Harris, Executive Vice President Deanna B. Sporffleit, Executive Vice President and Chief Administrative Officer and Mark Wallace, Executive Vice President, Sales and Marketing. The rules of conduct for the meeting have been posted to the virtual meeting website.

Your cooperation in following these rules will allow us to treat all shareholders fairly and ensure that we can conduct an orderly meeting. With that, I now declare the voting polls to be open and ask our secretary to make the appropriate presentations at this time. Nathan?

Speaker 4

Thanks, John. Today's meeting is being held pursuant to a notice included with the CSX proxy statement and sent to CSX shareholders on or about March 25, 2020. Our tabulator, Broadridge Financial Solutions, has previously advised that a majority of the company's total outstanding shares are represented here today. A report of the Inspector of Elections to that effect would be filed within the minutes of this meeting. As a result, we have a quorum and can proceed with the business of the meeting.

A list of holders of the company's common stock at the close of business on March 6, 2020, the record date for this meeting certified by Broadridge Corporate Issuer Solutions as our transfer agent and registrar will also be filed with the records of the company and is available for inspection by any shareholder. Now I'd like to outline the voting procedures. Only CSX shareholders as of the close of business on March 6, which is the record date for this meeting are entitled to vote. If you have already submitted a proxy, you do not need to vote again unless you wish to change your vote. If you have not yet submitted a proxy or if you would like to change your vote and you are participating in the meeting via the virtual meeting web portal, you may do so now by clicking the Vote Here button on your screen.

Once all items of business have been addressed and shareholders have been provided an opportunity to submit their votes online, the Chairman will close the polls for voting. The preliminary vote totals will be outlined, but the final vote totals will not be known until the inspector certifies its tabulation after the meeting. Those final results will be reported by the company in a Form 8 ks to be filed with the Securities and Exchange Commission within 4 business days following the meeting. We will announce the preliminary results, however, at the end of the meeting. There are 3 items listed in the notice for shareholder action at today's meeting.

1st, the election of directors 2nd, ratification of Ernst and Young as the company's independent registered public accounting firm for 2020 and finally, the consideration of an advisory resolution to approve compensation for the company's named executive officers. The first item of business is the election of directors to hold office until the 2021 Annual Meeting of Shareholders or until their successors are duly qualified and elected. The directors standing for election were introduced earlier and additional information about each nominee is contained in your proxy materials. If you have not done so already, please enter your vote for the election of directors. We will now move on to item 2, the ratification of the appointment of the independent registered public accountant.

Based on the recommendation of the Audit Committee, the Board of Directors has reappointed Ernst and Young as the company's registered public accounting firm for the year 2020 and is requesting shareholder ratification at this meeting. Steve Nichols, coordinating partner of Ernst and Young is with us today on the call and available to respond to any questions you may have during the question please enter your vote regarding the ratification of Ernst and Young as the company's registered public accounting firm. The final item, item 3, is an advisory to approve compensation for the company's named executive officers. In accordance with the requirements set forth in the Dodd Frank Act, we are providing shareholders with the opportunity to vote on a non binding advisory resolution to approve the compensation of our named executive compensation program is designed to align executive pay with the company's financial performance and the creation of sustainable long term shareholder value. We will now vote on the following resolution.

Resolved that the shareholders of CSX Corporation, the company, approve on an advisory non binding basis the compensation of the company's named executive officers as disclosed in the compensation discussion and analysis, the accompanying compensation tables and the related narrative disclosure in the proxy statement. If you have not done so already, please enter your vote in regards to the compensation of the named executive officers. That concludes all items on the agenda for shareholder action at this meeting. Any shareholder who has not yet voted or wishes to change their vote should do so now by clicking on the voting button on the web portal and following the instructions provided. Shareholders who have sent in proxies or voted via the telephone or Internet and do not want to change their vote, do not need to take any further action.

We will pause for a moment to allow shareholders to submit their votes. I would now like to turn the meeting back over to Mr. Zillmer. John?

Speaker 2

Thank you, Nathan. Now that everyone has had the opportunity to vote, I now declare the polls closed for the 2020 Annual Meeting of Shareholders. In a moment, we will turn to the question and answer portion of the meeting. For those of you participating via the web portal, you can submit a question now by typing your question in the Ask a Question field on your screen and click Submit. Before we begin responding to questions, I would like to invite Jim Foote to take a few minutes to discuss our business.

Jim?

Speaker 3

Thank you, John. This is an extraordinary time in the world's history, and I want to thank our shareholders for joining us to learn how CSX is positioned during this unprecedented period. Although our business volumes have begun to reflect the impact of the coronavirus pandemic, the strength of the CSS operating model, the resilience of our employees and the progress we made in 2019 have placed the company on solid footing to meet this challenge. Thanks to the tremendous improvement in operating efficiency we achieved over the past 2 years, CSX entered 2020 with historically strong free cash flow and a record setting operating ratio among U. S.

Class 1 Railroads. This financial strength combined with continuous improvement in our service product and our best safety performance in many years have enabled us to respond to the coronavirus challenge swiftly and effectively. We have continued to meet our customer service needs, while adjusting our operations to changing traffic volumes. Most importantly, we have placed employee health and safety at the forefront of our pandemic response. DSX employees and their leadership team have done an outstanding job implementing new protocols, securing protective equipment, following sanitation practices and taking necessary precautions to prevent spread of the virus across our network.

I commend the employees for their tremendous dedication, not just over the past few months, but throughout the transformation that is establishing the company as the best run railroad in the United States. Without question, we are at far stronger position today, thanks to their commitment to delivering outstanding safety and service performance. The leadership team is optimistic about the future and confident in our ability to scale up quickly when the economy rebounds. In fact, we anticipate that the economic reboot will provide new opportunities for us to work with customers to restructure supply chains around the efficient and reliable service product offered by CSX. Thank you for your confidence in the future of CSX.

The Board and management team remain committed to rewarding you, the owners of CSX, for sharing our vision for the company as North America's rail transportation leader. I'll now turn it back to Nathan to moderate our Q and A session.

Speaker 4

Thanks, Jim. Again, those of you participating via the web portal can submit a question by typing your questions in the Ask a Question field on your screen and clicking Submit. While all members of our Board are in attendance via telephone today, in order to respond as efficiently as possible, questions for the Board will be addressed by the Chairman of the Board, John Zillmer. Questions for specific directors will be answered and posted to our website following the meeting. Please note, we'll answer as many questions as time permits.

And in accordance with the rules of conduct for the meeting, we ask that you limit your questions to matters relevant to the business of the company. Following the meeting, all appropriate questions submitted in accordance with the rules of conduct will be published on the company's website, including those we were unable to get to during today's meeting. Now turning to the questions, we have our first question. It's regarding the Conrail shared assets territory. And I'll flip that over to Jim for a response.

Jim, I'll tell you what, let me read it first and then I'll turn it over to you. The question from Robert Coyne and Mr. Coyne, we appreciate your question. Is for operations in the Conrail shared services, what locomotives and personnel are used? Are they CSX or Conrail?

And what earnings or loss does CSX obtain in the Conrail shared services area?

Speaker 3

Jim? Sure, Nathan. Yes, Mr. Coyne, yes. In the shared asset area, Conrail uses their equipment and their employees to provide the local service, We interchange at the connecting point with them.

We do not break out the specific earnings of our affiliates.

Speaker 4

Very good. Our second question has to do with how we conduct the meeting on a virtual basis. And the question is, is there video of our meeting or only audio? There is no video of the meeting, but there is audio. So thank you whoever asked that question.

It didn't reflect up on the screen, but it is audio. We actually at this point do not have any further questions. I think we'll pause for just a moment in case anyone is in midstream of submitting a question. All right. Well, Mr.

Chairman, that concludes our question and answer session. Any questions that come in online that have not been answered and there are none at this point, But if there are, we'll post them to the annual meeting page at csx.com. Thank you all. John?

Speaker 2

Thank you, Nathan. Do we have an indication of the proxy vote totals previously received?

Speaker 4

We do. Mr. Chairman, based on the votes received and counted, it appears that first, all the nominees for election to the Board have been elected. 2nd, the appointment of Ernst and Young as the company's independent registered public accounting firm for 2020 has been ratified and finally, the resolution on the advisory shareholder vote on the compensation of CSX's named executive officers has been approved. There being no further business items to address, I'll turn the meeting back over to you, Mr.

Chairman.

Speaker 2

Thank you, Nathan, and thank you all for participating today. The CSX 2020 Annual Meeting of Shareholders is now adjourned. Thank you.

Speaker 1

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.

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