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As Of Filer Filing For·On·As Docs:Size Issuer Agent 5/24/17 Mantle Ridge LP DFRN14A 5/24/17 1:22K CSX Corp Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: DFRN14A Revised Definitive Non-Management Proxy HTML 15K
Solicitation Material
| DFRN14A |
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. 1)
Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting material Pursuant to §240.14a-12 | |
CSX Corporation
(Name of Registrant as Specified In Its Charter)
Mantle Ridge LP
MR Argent Advisor LLC
Mantle Ridge GP LLC
MR Argent Fund CE LP
MR Argent GP LLC
MR Argent Offshore AB Ltd.
MR Argent Offshore BB Ltd.
MR Argent Offshore CB 01 Ltd.
MR Argent Offshore CB 02 Ltd.
MR Argent Offshore CB 03 Ltd.
MR Argent Offshore CB 04 Ltd.
MR Argent Offshore CB 05 Ltd.
MR Argent Offshore CB 07 Ltd.
MR S and P Index Annual Reports LLC
Paul C. Hilal
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. | |||
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | |||
| 1) | Title of each class of securities to which transaction applies:
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| 2) | Aggregate number of securities to which transaction applies:
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| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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| 4) | Proposed maximum aggregate value of transaction:
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| 5) | Total fee paid:
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| ☐ | Fee paid previously with preliminary materials. | |||
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |||
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| 2) | Form, Schedule or Registration Statement No.:
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| 4) | Date Filed:
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2017 ANNUAL MEETING OF SHAREHOLDERS
OF
CSX CORPORATION
SUPPLEMENT NO. 1 TO PROXY STATEMENT
OF
MANTLE RIDGE LP
This proxy statement supplement (this “Proxy Supplement”) is being furnished to shareholders of CSX Corporation, a Virginia corporation (“CSX” or the “Company”), by Mantle Ridge LP (“Mantle Ridge”) and certain of its affiliates for use at the 2017 annual meeting of shareholders of CSX (including any adjournments or postponements thereof and any meeting held in lieu thereof, the “Annual Meeting”). This Proxy Supplement should be read in conjunction with Mantle Ridge’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on, and first furnished to shareholders of the Company on or about, April 20, 2017 (the “Definitive Proxy Statement”).
This Proxy Supplement does not change the proposals to be acted upon at the Annual Meeting, which are described in the Definitive Proxy Statement. Except as updated or supplemented by this Proxy Supplement, all information set forth in the Definitive Proxy Statement remains unchanged and should be considered in casting your vote by proxy or in person at the Annual Meeting. If you have already submitted your proxy, you do not need to take any action unless you wish to change your vote.
We are furnishing this Proxy Supplement to update certain information with respect to membership and composition of committees of the Board of Directors of the Company (the “Board”) and certain matters related thereto.
Committee Membership
In its May 22nd, 2017 analysis of the matters that will be before CSX shareholders at the upcoming Annual Meeting, Institutional Shareholder Services underscored the corporate governance issues created when a non-independent director serves on a Compensation Committee or a Governance Committee. In recognition of those concerns, Mr. Hilal has resigned from those two committees, effective immediately. He will not return to those committees unless and until the Board, upon full re-examination of changed circumstances (including the expiration of the $84MM contingent insurance protection Mantle Ridge extended to Mr. Harrison) finds him to be independent.
Mr. Hilal continues to serve as Vice Chairman of the Board and as a member of its Executive Committee and Finance Committee.
If you need another copy of the Definitive Proxy Statement, please contact D.F. King & Co., Inc., which is assisting us, at its address and toll-free numbers listed below.
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
Banks and Brokers Call Collect: (212) 493-6952
All Others Call Toll-free: (888) 542-7446
Email: CSX@dfking.com
This Proxy Supplement and the Definitive Proxy Statement are available at no charge at:
| This ‘DFRN14A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 5/24/17 | |||
| 4/20/17 | 10-Q, DEF 14A, DEFN14A | |||
| List all Filings | ||||