CSX amends bylaws to require 67% voting power solicitation for director nominations

CSX CORP

Board amended Bylaws to add requirement that shareholder must represent intent to solicit holders of at least 67% voting power in support of non-CSX director nominees.
New provision allows CSX to request compliance evidence and disregard nominations if shareholder fails to comply with Rule 14a-19(a)(2) or (a)(3).
Amendments effective December 7, 2022, and filed as Exhibit 3.1.
Changes align with SEC universal proxy rules (Rule 14a-19) governing director nomination procedures.

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CSX CORP: Amended and restated Bylaws to add requirements related to shareholder nomination of directors under Rule 14a-19 (effective 2022-12-07).

Change: bylaw amendment
Effective: 2022-12-07

Exact text from the filing

On December 7, 2022, the Board of Directors (the “Board”) of CSX Corporation (“CSX”) amended and restated CSX’s Bylaws (as amended and restated, the “Bylaws”), which became effective immediately.

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Source: SEC EDGAR

accession 0001193125-22-303278

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