Not independent
Tenure on this board
0.8 yrs
Also a director at
Ge Vernova Inc (GEV)
Meeting calendar
CSX · Annual meeting · Tuesday, May 12, 2026
Csx Corp
12 nominees · 3 ballot items.
Election of 12 directors; Ratification of Ernst & Young LLP as independent auditors for 2026; Advisory (non-binding) approval of named executive officer compensation (Say-on-Pay).
Market cap
$94.6B
1Y TSR
+41.9%
Board grade
B-
Record date
Mar 13, 2026
Filing
DEF 14A
Meeting concluded · May 12, 2026
Follow how the vote landed and what changed on Csx Corp’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
Proposals
On the ballot3
- 1
Election of Directors
ManagementBoard: FORElect 12 director nominees to hold office for a one-year term until the 2027 Annual Meeting or their successors are elected and qualified.
- 2
Ratification of Independent Registered Public Accounting Firm
ManagementBoard: FORRatify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026.
- 3
Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation (Say-on-Pay
ManagementBoard: FORAdvisory non-binding vote to approve the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis and related tables.
More detail
This management proposal asks shareholders to cast a non-binding advisory vote approving the Company’s executive compensation as disclosed in the CD&A and accompanying tables. Management seeks shareholder approval primarily to validate its compensation philosophy and its implementation—emphasizing pay-for-performance alignment and use of performance-based long-term incentives. The Compensation and Talent Management Committee describes the program as incorporating safety and financial measures, significant at-risk compensation, and responsive changes informed by shareholder engagement (e.g., updates to MICP and LTIP metrics for 2026). The Board recommends a vote FOR, arguing the program aligns pay with performance, supports retention and recruitment, and reflects robust governance practices including independent consultant review and clawback provisions. Context includes leadership transition in 2025 with a new CEO hire and significant LTIP grants for retention; shareholders gave prior strong support (~90% in 2025) and the company actively engaged with major holders. The vote is advisory and non-binding but the Board and Committee will consider the outcome when designing future compensation programs.
Director elections
Nominees on the ballot12
Not independent
Tenure on this board
1.5 yrs
Independent
Tenure on this board
5.8 yrs
Also a director at
Perma Fix Environmental Services Inc (PESI)
Independent
Tenure on this board
2.2 yrs
Also a director at
Franklin Covey Co (FC)3M Co (MMM)
Independent
Tenure on this board
20.5 yrs
Independent
Tenure on this board
9.4 yrs
Also a director at
Dollar Tree Inc (DLTR)Air Products & Chemicals Inc (APD)
Independent
Tenure on this board
11.2 yrs
Also a director at
PayPal Holdings Inc (PYPL)
Independent
Tenure on this board
9.4 yrs
Also a director at
Msci Inc (MSCI)
Independent
Tenure on this board
6.6 yrs
Also a director at
Parsons Corp (PSN)Ecolab Inc (ECL)Wells Fargo & Company (WFC)
Independent
Tenure on this board
6.0 yrs
Also a director at
Parker-hannifin Corp (PH)
Independent
Tenure on this board
15.5 yrs
Also a director at
Brunswick Corp (BC)
Independent
Tenure on this board
9.4 yrs
Also a director at
Ecolab Inc (ECL)Aramark (ARMK)
Ownership
Latest 13F quarterTop institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 120,833,055 | $5.0B |
| 2 | STATE STREET CORP | 4.8% | 89,026,070 | $3.7B |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.0% | 73,463,717 | $3.0B |
| 4 | BlackRock, Inc. | 2.8% | 52,706,912 | $2.2B |
| 5 | BlackRock, Inc. | 2.2% | 40,801,971 | $1.7B |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 2.0% | 37,880,991 | $1.5B |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.0% | 36,563,882 | $1.5B |
| 8 | BANK OF AMERICA CORP /DE/ | 1.5% | 28,382,342 | $1.2B |
| 9 | Fisher Asset Management, LLC | 1.5% | 27,247,647 | $1.1B |
| 10 | AMERIPRISE FINANCIAL INC | 1.3% | 23,947,117 | $983M |
Peers
Nearest market capOther Industrials sector meetings6
Upcoming shareholder meetings at Csx Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.
U-haul Holding CoUHAL
Annual meeting·Aug 20, 2026·$13.6B
Booz Allen Hamilton Holding CorpBAH
Annual meeting·Jul 22, 2026·$7.7B
EnersysENS
Annual meeting·Aug 6, 2026·$7.4B
American Superconductor CorpAMSC
Annual meeting·Jul 31, 2026·$1.7B
Graham CorpGHM
Annual meeting·Aug 25, 2026·$1.3B
Power Solutions International IncPSIX
Annual meeting·Jul 23, 2026·$771M
Reference
Frequently asked questions
- When is the Csx Corp 2026 annual meeting?
- Csx Corp (CSX) holds its 2026 annual shareholder meeting on Tuesday, May 12, 2026.
- What is the record date for the Csx Corp 2026 meeting?
- The record date for the Csx Corp 2026 meeting is Friday, March 13, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Csx Corp's 2026 meeting?
- The board is presenting 12 director nominees at the Csx Corp 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Csx Corp 2026 meeting?
- Shareholders will vote on 3 proposals at the Csx Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.
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