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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. )

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CSX Corporation

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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20182020 PROXY STATEMENT

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CSX believes that providing Internet access to our proxy materials increases the ability of our shareholders to review important information about the Company, while reducing the environmental impact of our Annual Meeting.

March 25, 2020 Dear Shareholder The world is facing unprecedented disruption caused by COVID-19. In addition to the significant health and safety impact that individuals are experiencing, we are also sensitive to the fact that this disruption has negatively affected our stakeholders at the time we issue this Proxy Statement. CSX is continuing to respond to this global crisis through comprehensive measures to protect our employees while fulfilling our vital role in the nation’s supply chain. On behalf of the Board of Directors of CSX Corporation, I cordially invite you to attend the Company’s 2020 Annual Meeting of Shareholders (“Annual Meeting”) on Wednesday, May 6, 2020. Not surprisingly, we will be using an online, virtual meeting format again this year to facilitate expanded shareholder access and participation. The meeting will be hosted atwww.virtualshareholdermeeting.com/CSX2020, beginning at 10:00 a.m. (EDT). To participate, you will need the 16-digit control number provided on your proxy card or on your Notice of Availability of Proxy Materials. Prior to the meeting, I encourage you to review the 2019 CSX Annual Report to Shareholders, which includes CSX’s audited financial statements and additional information about our company’s business. In keeping with our commitment to both transparency and sustainability, we are providing electronic access to our proxy materials under the Securities and Exchange Commission’s “notice and access” rules. We believe electronic distribution offers shareholders the most effective and efficient method for reviewing important information about CSX while also reducing the environmental impact of our Annual Meeting. For additional details about accessing information or the conduct of the Annual Meeting, please see the Questions and Answers section of this Proxy Statement, or visit the Annual Meeting of Shareholders section of our Investor Relations website. Please be aware that your vote is important even if you do not plan to participate in this year’s Annual Meeting. I encourage you to promptly submit your proxy to ensure your shares are represented and voted. You can do so via the Internet, by phone or by completing, signing, dating and returning the enclosed proxy card in the envelope provided. If you should later decide to participate in the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy. Please review the instructions for each of your voting options described in this Proxy Statement as well as in the Notice of Internet Availability you received in the mail or via email. Along with the CSX Board of Directors and our leadership team, I look forward to your participation in the Annual Meeting. Sincerely, James M. Foote

President and Chief Executive Officer

WWW.CSX.COM       1

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Letter to Our Shareholders

April 5, 2018

Dear Shareholder:

We cordially invite you to attend the 2018 Annual Meeting of Shareholders of CSX Corporation. The Annual Meeting will be held at 10:00 a.m. (EDT) on Friday, May 18, 2018, at the Prime F. Osborn III Convention Center, 1000 Water St, Jacksonville, FL 32204.

Details regarding admission to the Annual Meeting and the business to be conducted are described in the Notice of Internet Availability of Proxy Materials you received in the mail and in the attached Proxy Statement. CSX also has made available with this Proxy Statement a copy of our 2017 Annual Report to Shareholders. We encourage you to read our 2017 Annual Report, which includes CSX’s audited financial statements and additional information about CSX’s business.

CSX has elected to provide electronic access to our proxy materials under the Securities and Exchange Commission’s “notice and access” rules. CSX believes that providing Internet access to our proxy materials increases the ability of our shareholders to review important information about the Company, while reducing the environmental impact of our Annual Meeting. For more information regarding electronic access or the Annual Meeting, please see the Questions and Answers section of this Proxy Statement or visit the Annual Meeting of Shareholders section of our Investor Relations website.

Every shareholder vote is important. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by phone or by completing, signing, dating and returning the enclosed proxy card in the envelope provided. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy. Please review the instructions for each of your voting options described in this Proxy Statement as well as in the Notice of Internet Availability you received in the mail or via email.

We look forward to seeing you at the Annual Meeting.

Sincerely,

James M. Foote

President and Chief Executive Officer

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Notice of 2018 Annual Meeting of Shareholders

To Our Shareholders:Shareholders

The Annual Meeting of Shareholders (the “Annual Meeting”) of CSX Corporation (“CSX”(together with its subsidiaries, “CSX” or the “Company”) will be held at 10:00 a.m. (EDT) on Friday,Wednesday, May 18, 2018,6, 2020. If you plan to participate in the Annual Meeting, please see the instructions in the Question and Answer section of the Proxy Statement. Shareholders will be able to listen, vote electronically and submit questions during the Annual Meeting online. There will be no physical location for shareholders to attend. Shareholders may only participate online at the Prime F. Osborn III Convention Center, 1000 Water St, Jacksonville, FL 32204, for the purposewww.virtualshareholdermeeting.com/CSX2020.

Items of considering and acting upon the following matters:Business

The persons named as proxies will use their discretion to vote on other matters that may properly come before the Annual Meeting.

The above matters are described in the attached Proxy Statement. You are urged, after reading the attached Proxy Statement, to vote your shares by proxy using one of the following methods: (i) vote via the Internet or by telephone; or (ii) if you requested printed proxy materials, complete, sign, date and return your proxy card or voting instruction form if you hold your shares through a broker, bank or other nominee in the postage-paid envelope provided. This proxy is being solicited on behalf of the Company’s Board of Directors.

Only shareholders of record at the close of business on March 19, 2018,6, 2020, which is the record date for the Annual Meeting, are entitled to vote. The Notice of Internet Availability of Proxy Materials (the “Notice”), the Proxy Statement and the Annual Report on Form 10-K for the fiscal year ended December 31, 2017(the “20172019 (the “2019 Annual Report”) are being mailed or made available to those shareholders on or about April 5, 2018.March 25, 2020.

By Order of the Board of Directors,

Nathan D. Goldman
Executive Vice President-Chief Legal Officer
Nathan D. Goldman Executive Vice President-Chief Legal Officer and Corporate Secretary IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 6, 2020 The Company’s Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2019, are available, free of charge, at www.proxyvote.com. 2       CSX Corporation 2020 Proxy Statement 4 CSX CORPORATION 2018 PROXY STATEMENT Table of Contents Table of Contents 4Proxy Summary Notice of 2018 Annual Meeting of Shareholders4 6ITEM 1  Election of Directors Proxy Summary7 12 Proxy StatementCriteria for 2018 Annual Meeting of Shareholders 12Board Membership What is the purpose of the Annual Meeting?7 12 When and where will the Annual Meeting be held? 12 Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? 12 How do I get electronic access to the proxy materials? 12 Who is soliciting my vote? 12 Who is entitled to vote? 13 How many votes do I have? 13 How many shares must be present to hold the Annual Meeting? 13 What are the vote requirements for each proposal? 13 How do I vote? 13 Will my shares be voted if I do not provide voting instructions to my broker? 13 What happens if I return my proxy card but do not give voting instructions? 14 Can I change my vote? 14 What happens if other matters are properly presented at the Annual Meeting? 14 How are votes counted? 14 What happens if the Annual Meeting is postponed or adjourned? 14 How do I obtain admission to the Annual Meeting? 14 What is the deadline for consideration of shareholder proposals for the 2019 Annual Meeting of Shareholders? 14 Does the Board consider director nominees recommended by shareholders? 15 Item 1: Election of Directors 23 What are the directors’ qualifications to serve on the CSX Board of Directors? 23 What if a nominee is unable to serve as director? 24 Director Independence 15 24 Principles of Corporate Governance 15 25Shareholder Outreach and Engagement 16 Board of Directors’ Role in Risk Oversight 16 25 Board of Directors’ Role in Succession Planning 16 26 Transactions with Related Persons and Other Matters 17 27 Compensation Committee Interlocks and Insider Participation 18 28 Board Leadership and Committee Structure 18 32Annual Evaluation of Board Performance 21 Meetings of the Board and Executive Sessions 21 32 Director Compensation 22 33 20172019 Directors’ Compensation Table 23 35ITEM 2 Item 2:  Ratification of Independent Registered Public Accounting Firm 24 36 Fees Paid to Independent Registered Public Accounting Firm 25 36 Pre-Approval Policies and Procedures 25 37 Report of the Audit Committee 26 39Corporate Social Responsibility at CSX 28 Letter from the Compensation and Talent Management Committee 30 Report of the Compensation Committee 31 Compensation Discussion and Analysis 32 39 Executive Overview 32 43 Executive Compensation Practices 34 48Elements of the Company’s 2019 Executive Compensation Program Base Salary37 482019 Base Salary 41 2019 Short-Term Incentive Compensation 41 50 Long-Term Incentive Compensation 43 54Employment Agreements Benefits46 55Severance Agreements Severance and Change-of-Control Agreements46 58Change-of-Control Agreements 201747 Benefits 47 Stock Ownership Guidelines 49 Policy Against Hedging / Pledging of CSX Stock 49 2019 Summary Compensation Table 50 60 20172019 Grants of Plan-Based Awards Table 51 62 20172019 Outstanding Equity Awards at Fiscal Year End 52 63 20172019 Option Exercises and Stock Vested Table 53 64 2019 Pension Benefits Table 53 67 Nonqualified2019 Non-qualified Deferred Compensation Table 54 68 Potential Payouts Under Change-of-Control Agreements 73 Report of the Compensation Committee54 74 CEO Pay Ratio 57 75ITEM 3 Item 3:  Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s Named Executive Officers 58 76Equity Compensation Plan Information Item 4: Approval of the CSX Employee Stock Purchase Plan59 79Ownership of our Stock Other Matters60 80 Security Ownership of Management and Certain Beneficial Owners 60 82 Section 16(a) Beneficial Ownership Reporting Compliance 61 83Additional Information Equity Compensation Plan Information62 84 “Householding” of Proxy Materials 85 Notice of Electronic Availability of Proxy Materials 62 86Other Matters 62 “Householding” of Proxy Materials 63 CSX Corporation 2018 Employee Stock Purchase PlanAnnual Meeting Questions & Answers 64 WWW.CSX.COM       3 WWW.CSX.COM 5 Table of Contents Proxy Summary This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. For more complete information regarding the Company’s 20172019 performance, please review the 20172019 Annual Report. Attend our Annual Meeting of Shareholders Date and Time Wednesday, May 6, 2020 at 10:00 a.m. (EDT) Place Meeting live via the internet – please visitwww.virtualshareholdermeeting.com/ CSX2020. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on your Notice of Availability of Proxy Materials. Eligibility to Vote You can vote if you were a shareholder of record at the close of business on March 6, 2020, which is the record date for the Annual Meeting. Visit our Annual Meeting Website How to Cast Your Vote● Visit our Annual Meeting Website Eligibility to Vote By internet using a computer until 11:59 p.m. EDT on May 17, 2018 Visit 24/7www.proxyvote.com ●Review and download easy to read, interactive versions of our Proxy Statement and 20172019 Annual Report ● Sign up for future electronic delivery to reduce our impact on the environment   http://shareholder.broadridge.com/CSX Attend our Annual Meeting of Shareholders Date and Time:Friday, May 18, 2018 at 10:00 a.m. (EDT) Place:Prime F. Osborn III Convention Center, 1000 Water St, Jacksonville, FL 32204 You can vote if you were a shareholder of record at the close of business on March 19, 2018, which is the record date for the Annual Meeting. Voting Matters and Board Recommendation Voting Matters and Board Recommendation The Board of Directors unanimously recommends a vote: ● Item 1 FORthe election of the 1311 director nominees named in this Proxy Statement; ●Item 2 FORthe ratification of the appointment of Ernst & Young LLP as CSX’s Independent Registered Public Accounting Firm for 2018;2020; and ●Item 3 FORthe approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers as disclosed in these materials; andmaterials. How to Cast Your Vote by Proxy ●FORthe approval of the 2018 CSX Employee Stock Purchase Plan. By internet using a computer By telephone Until 11:59 p.m. EDT on May 5, 2020 Visit 24/7www.proxyvote.com Until 11:59 p.m. EDT on May 5, 2020 Dial toll-free 24/7 1-800-690-6903 By internet using a smartphone or tablet untilBy mail Until 11:59 p.m. EDT on May 17, 2018 5, 2020 Scan this QR code 24/7 to vote with your mobile device (may require free software) By telephone until 11:59 p.m. EDT on May 17, 2018 Dial toll-free 24/7 1-800-690-6903 By mail receivedReceived on or before May 17, 20185, 2020 Sign and date your proxy card or voting instruction form and send by mail 6 CSX CORPORATION 2018 PROXY STATEMENT 4       CSX Corporation 2020 Proxy Statement Table of Contents Proxy Summary BOARD NOMINEES Proxy Summary Board Nominees DIRECTORName Director SINCESince Committee Memberships Other Public Company Boards Audit Compensation Executive Finance Governance INDEPENDENT COMMITTEE MEMBERSHIPS OTHER PUBLIC COMPANY BOARDS NAME AUDIT COMPENSATION EXECUTIVE FINANCE GOVERNANCE PUBLIC AFFAIRS Donna M. Alvarado INDEPENDENT 2006 ● ○ ○● CoreCivic, Inc. Park National Corporation ○Pamela L. Carter INDEPENDENT CoreCivic, Inc. Park National Corporation John B. Breaux 2005 2010 ● ● ○ ○ C LHC Group, Inc. Pamela L. Carter 2010 ○ C ○ ● Broadridge Financial Solutions, Inc. Enbridge Inc. Hewlett-Packard Enterprise Company James M. Foote 2017 C Steven T. Halverson 2006 ○ ○ ● Paul C. Hilal 2017 ○Steven T. Halverson INDEPENDENT ○2006 ● ● ● Edward J. Kelly, III 2002Paul C. Hilal 2017 ● ● Aramark Corporation ○ ○ ○ XL Group Ltd. MetLife Inc. John D. McPherson INDEPENDENT 2008 ● ● ○ ○ David M. Moffett INDEPENDENT 2015 ● C● ● PayPal Holdings, Inc. Genworth Financial, Inc. ○ ○Linda H. Riefler INDEPENDENT PayPal Holdings, Inc. Genworth Financial, Inc. Dennis H. Reilley 2017 ○● ● ○ ○ C Marathon Oil Corporation DowDuPont Inc. Linda H. Riefler 2017 ○ ○ ○ MSCI, Inc. J. Steven Whisler 2011 ○Suzanne M. Vautrinot INDEPENDENT 2019 ● ● Wells Fargo & Co. Ecolab, Inc. Parsons Corporation ○J. Steven Whisler INDEPENDENT 2011 ● ● Brunswick Corporation International Paper Co. John J. Zillmer INDEPENDENT (Chairman of the Board) 2017 ● ● ● C ○ ○ ○ Ecolab, Inc. Veritiv Corporation1 Aramark Corporation ●Performance Food Group Company    Chair                ●    Member 1 Mr. Zillmer currently serves on the board of directors of Veritiv Corporation but will not stand for re-election at Veritiv’s annual meeting to be held on April 29, 2020. ● Chair ○ Member WWW.CSX.COM 7 Table of Contents Proxy Summary Board Snapshot Skills and Experience Our director nominees bring broad experience and expertise, and leadership and professional experience in areas relevant to CSX’s business and strategy. The qualifications and experience of our directors as a group include: Business Operations 12/13 Risk Management 12/13 Corporate Governance Highlights 11/13 Marketing/Sales 9/13 Finance/Capital Allocation 11/13 Talent Management 12/13 Financial Expertise/Literacy 13/13 Transportation Industry 5/13 Government / Public Policy 8/13 Independence, Tenure, Age and Gender Director Independence Directors’ Average Tenure Directors’ Average Age Directors’ Gender 84%independent, including our Chairman 6.6years 64years 23%female Independent: 11 Newer directors (1-5 years): 6 51 to 60: 2 Male: 10 Not Independent: 2 Medium-tenured directors (6-10 years): 3 61 to 70: 9 Female: 3 Longer-tenured directors (over 10 years): 4 Over 70: 2 8 CSX CORPORATION 2018 PROXY STATEMENT ✓Table of Contents Proxy Summary Corporate Governance Highlights Directors elected annually ✓Independent Chairman of the Board ✓All directors in 2017elected at the 2019 Annual Meeting attended 80%75% or more of the Board and Committee meetings in 2017 2019 ✓Audit Committee, Compensation and Talent Management Committee and Governance Committee comprised solely of independent directors ✓Stock ownership guidelines for officers and directors ✓Bylaws providing proxy access and rights to call special meetings ✓Majority voting standard for the election of directors and director resignation policy ✓Executive sessions of non-management directors at all regular Board meetings Our strong corporate governance practices demonstrate the Board’s commitment to enabling an effective structure to support the successful execution ✓Policy against hedging or pledging of CSX’s strategy CSX shares by officers and directors WWW.CSX.COM       5 Table of Contents Proxy Summary   |   Business Highlights for 2019 Business Highlights for 20172019 CSX underwent transformational change in 2017. The late E. Hunter Harrison joined CSX in March 2017 as Chief Executive Officer and quickly began to implement his proven Precision Scheduled Railroad (“PSR”) business model prior to his unfortunate passing in December 2017. Aided by the PSR business model,In 2019, CSX delivered a Company-recordadjusted operating(1)ratio of 66.3% in 2017.58.4%. In addition, CSX returned approximately $2.7$4.1 billion to shareholders in the form of dividends and share repurchases. For more detail on CSX’s performance in 2017,2019, please see the 20172019 Annual Report. (1) Adjusted operating income and adjusted operating ratio are non-GAAP financial measures that the Company believes provide meaningful information regarding operating results because they exclude certain significant items that are not considered indicative of future trends. Adjusted operating income for 2017 was calculated by taking GAAP operating income ($3,667 million) and adding back certain restructuring changes ($325 million) and subtracting certain tax reform benefits ($142 million). Adjusted operating ratio for 2017 was calculated by taking GAAP operating ratio (67.9%) and subtracting certain restructuring charges (2.8%) and adding back certain tax reform benefits (1.2%). For further details see page 38 of the 2017 Annual Report. WWW.CSX.COM 9 Table of Contents Proxy Summary Stock Performance Graph The cumulative five-year shareholder returns on $100 invested at December 31, 2012, assuming reinvestment of dividends, are illustrated on the accompanying graph. The Company references the Standard & Poor’s 500 Stock Index (“S&P 500”), which is a registered trademark of the McGraw-Hill Companies, Inc., and the Dow Jones U.S. Transportation Average Index (“DJT”), which provide comparisons to a broad-based market index and other companies in the transportation industry. The cumulative five-year shareholder returns on $100 invested at December 31, 2014, assuming reinvestment of dividends, are illustrated on the accompanying graph. The Company references the Standard & Poor’s 500 Stock Index (“S&P 500”), which is a registered trademark of The McGraw-Hill Companies, Inc., and the Dow Jones U.S. Transportation Average Index (“DJT”), which provide comparisons to a broad-based market index and other companies in the transportation industry. COMPARISON OF FIVE-YEAR CUMULATIVE RETURN Target Compensation Mix for the Named Executive Officers 2018 CEO TARGET COMPENSATION MIX Information regarding the compensation mix for the Chief Executive Officer (“CEO”) and each of the named executive officers (“Named Executive Officers” or “NEOs”) is set forth in theSummary Compensation Table. The tables indicate that 90% of the CEO’s target compensation and an average of 63% of the other Named Executive Officers’ target compensation is at risk and subject to the achievement of one or more performance goals. Due to Mr. Foote’s hiring date of October 25, 2017 and his appointment as CEO on December 22, 2017 following the death of E. Hunter Harrison, the target compensation mix for the CEO shown in theSummary Compensation Tableis based on Mr. Foote’s target compensation for 2018. 2017 NEO TARGET COMPENSATION MIX (EXCLUDING CEO) 10 CSX CORPORATION 2018 PROXY STATEMENT Table of Contents Proxy Summary Executive Compensation Highlights The table below highlights the 2017 compensation for the Named Executive Officers as disclosed in theSummary Compensation Table. NAME AND TITLE    SALARY    BONUS    STOCK AWARDS    OPTION AWARDS    NON-EQUITY INCENTIVE PLAN COMPENSATION    CHANGE IN PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS    ALL OTHER COMPENSATION    TOTAL James M. Foote CEO and President $ 149,919 $ 400,000           $ 1,027,812        $ 1,045,626 —                                     $ 8,849           $ 15,355 $ 2,647,561 Frank A. Lonegro Executive Vice President and CFO $ 500,000 — $ 1,950,165 $ 743,772              $ 715,500 $ 869,559 $ 34,684 $ 4,813,680 Mark K. Wallace Executive Vice President and Chief Administrative Officer $ 450,362 $ 550,000 $ 2,316,531 $ 582,595 $ 825,000 $ 108,187 $ 378,989 $ 5,211,664 Sarah K. Brandt Senior Vice President and Chief Information Officer $ 395,000 — $ 731,318 $ 278,915 $ 502,440 $ 1,243,469   $ 22,890 $ 3,174,032 Peter J. Shudtz Vice President Federal Regulation $ 354,113 $ 112,667 $ 292,518 $ 111,568 $ 450,432 $ 1,398,306 $ 11,450 $ 2,731,054 E. Hunter Harrison(1) Former President and CEO $ 1,885,703 — — $ 115,884,000 (1)  $ 3,490,368 $ 600,339 $ 29,266,876 $ 151,147,286 Michael J. Ward Former CEO $ 557,692 — $ 8,775,720 $ 3,346,976 $ 954,000 $ 752,814 $ 195,743 $ 14,582,945 Fredrik J. Eliasson Former Executive Vice President – Chief Sales and Marketing Officer $ 687,500 — $ 2,437,695 $ 929,716 $ 1,400,000 $ 3,493,162 $ 2,120,907 $ 11,068,980 Ellen M. Fitzsimmons Former Executive Vice President – Law and Public Affairs, General Counsel and Corporate Secretary $ 625,000 — $ 1,950,165 $ 743,772 $ 1,125,000 $ 4,015,780 $ 1,849,755 $ 10,309,472 (1) Mr. Harrison’s options were forfeited upon his death on December 16, 2017. WWW.CSX.COM 11 Table of Contents 6       CSX Corporation 2020 Proxy Statement for 2018 Annual Meeting of Shareholders What is the purpose of the Annual Meeting? At our Annual Meeting, shareholders will act upon the matters outlined in the Notice of Annual Meeting of Shareholders above, including the election of the 13 director nominees named in this Proxy Statement, the ratification of the selection of the Independent Registered Public Accounting Firm (the “Independent Auditors”) of CSX for 2018, the consideration of an advisory (non-binding) vote on compensation for our Named Executive Officers and the approval of the 2018 CSX Employee Stock Purchase Program. When and where will the Annual Meeting be held? The Annual Meeting will be held at 10:00 a.m. (EDT) on Friday, May 18, 2018 at the Prime Osborn III Convention Center, 1000 Water Street, Jacksonville, Florida 32204. The facility is accessible to persons with disabilities. If you have a disability, we can provide assistance to help you participate in the Annual Meeting upon request. If you would like to obtain directions to attend the Annual Meeting and vote in person, you can write to us at CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202, or call us at (904) 359-3256. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we may furnish proxy materials, including this Proxy Statement and our 2017 Annual Report, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless requested. Instead, the Notice of Internet Availability of Proxy Materials (the “Notice”), which was mailed to most of our shareholders, instructs you as to how you may access and review all of the proxy materials on the Internet. The Notice also instructs you as to how you may submit your proxy on the Internet. If you would like to receive a paper or email copy of our proxy materials, you should follow the instructions for requesting such materials in the Notice. How do I get electronic access to the proxy materials? The Notice provides you with instructions on how to: ● view CSX’s proxy materials for the Annual Meeting on the Internet; and ● instruct CSX to send future proxy materials to you electronically by email. Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of the printing and mailing of these materials on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until terminated. Who is soliciting my vote? The Board of Directors of CSX (the “Board”) is soliciting your vote on matters being submitted for shareholder approval at the Annual Meeting. The Company will pay the costs of preparing proxy materials and soliciting proxies, including the reimbursement, upon request, of trustees, brokerage firms, banks and other nominee record holders for the reasonable expenses they incur to forward proxy materials to beneficial owners. In addition to using mail, proxies may be solicited in person, by telephone or by electronic communication by officers and employees of the Company acting without special compensation. Who is entitled to vote? Only shareholders of record at the close of business on March 19, 2018 (the “Record Date”) are entitled to notice of, and to vote at, the Annual Meeting or any adjournments or postponements thereof, unless a new record date is set in connection with any such adjournments or postponements. On March 19, 2018, there were issued and outstanding 878,521,874 shares of CSX common stock, the only outstanding class of voting securities of the Company. 12 CSX CORPORATION 2018 PROXY STATEMENT Table of Contents Proxy Statement for 2018 Annual Meeting of Shareholders How many votes do I have? You will have one voteCriteria for every share of CSX common stock you owned at the close of business on the Record Date. Board Membership How many shares must be present to hold the Annual Meeting? The Company’s bylaws provide that a majority of the outstanding shares of stock entitled to vote constitutes a quorum at any meeting of shareholders. If a share is represented for any purpose at the Annual Meeting, it is deemed to be present for the transaction of all business. Abstentions and shares held of record by a broker, bank or other nominee that are voted on any matter are included in determining the number of shares present. Shares held by a broker, bank or other nominee that are not voted on any matter at the Annual Meeting (“broker non-vote”) will not be included in determining whether a quorum is present. Your vote is important and we urge you to vote by proxy even if you plan to attend the Annual Meeting. What are the vote requirements for each proposal? Election of Directors.In an uncontested election, a director is elected by a majority of votes cast for his or her election by the shares entitled to vote at a meeting at which a quorum is present. In accordance with the Company’s Corporate Governance Guidelines, in an uncontested election, any incumbent director nominated for re-election as a director who is not re-elected in accordance with the Company’s bylaws is required to promptly tender his or her resignation following certification of the shareholder vote. For more information on the procedures in these circumstances, seePrinciples of Corporate Governancebelow.Overview Other Proposals.Proposal to ratify the appointment of Ernst & Young LLP as the Company’s Independent Auditors for 2018 (Item 2); proposal to approve, on an advisory (non-binding) basis, of the compensation of the Company’s NEOs (Item 3); and proposal to approve the 2018 CSX Employee Stock Purchase Plan (Item 4) will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. Abstentions are not considered votes cast on any proposal and will have no effect on the outcome of the vote for Items 1, 2, 3 or 4. “Broker non-votes” are not considered votes cast on Item 1, Item 3 or Item 4, and will have no effect on the outcome of the vote. Brokers will have discretionary voting power regarding Item 2 in the event that beneficial owners, who own their shares in “street name,” do not provide voting instructions regarding Item 2. How do I vote? To vote by proxy, you must do one of the following: Vote by Internet.If you are a shareholder of record, you can vote via the Internet by following the instructions in the Notice. The website address for Internet voting is indicated in the Notice. Internet voting is available 24 hours a day. If you are a beneficial owner, or you hold your shares in “street name” (that is, through a bank, broker or other nominee) please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote via the Internet. Vote by Telephone.If you are a shareholder of record, you can vote your shares by telephone 24 hours a day by calling 1-800-690-6903 on a touch-tone telephone. Easy-to-follow voice prompts enable you to vote your shares and confirm that your instructions have been properly recorded. If you are a beneficial owner, or you hold your shares in “street name,” please check your voting instruction card or contact your bank, broker or nominee to determine whether you will be able to vote by telephone. Vote by Mail.If you requested printed proxy materials and choose to vote by mail, complete, sign, date and return your proxy card in the postage-paid envelope provided if you are a shareholder of record or your voting instruction card if you hold your shares in “street name.” Please promptly mail your proxy card or voting instruction card to ensure that it is received prior to the Annual Meeting. You can also vote in person at the Annual Meeting. If you want to vote in person at the Annual Meeting and you hold your CSX stock in “street name,” you must obtain a legal proxy from your bank, broker or other nominee and bring that proxy to the Annual Meeting. Will my shares be voted if I do not provide voting instructions to my broker? If you hold your shares in “street name” through a bank, broker or other nominee, the bank, broker or other nominee is required to vote those shares in accordance with your instructions. If you do not give instructions to the banker, broker or other nominee, the bank, broker or other nominee will be entitled to vote the shares with respect to “discretionary” items but will not be permitted to vote the shares with respect to “non-discretionary” items (those shares are treated as “broker non-votes”). The proposal to ratify the appointment of Ernst & Young LLP as CSX’s Independent Auditors for 2018 is considered a discretionary item for which a bank, broker or other nominee will have discretionary voting power if you do not give instructions with respect to this proposal. The proposals to: (i) elect directors; (ii) vote on an advisory (non-binding) resolution on executive compensation; and (iii) vote on the approval of the 2018 CSX Employee Stock Purchase Plan, are non-routine matters for which a bank, broker or other nominee will not have discretionary voting power and for which specific instructions from owners who hold their shares in “street name” are required in order for a broker to vote your shares. What happens if I return my proxy card but do not give voting instructions? If you are a shareholder of record and sign, date and return the proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board. The Board unanimously recommends a vote: 1. FORthe election of the 13 director nominees named in this Proxy Statement; 2. FORthe ratification of the appointment of Ernst & Young LLP as CSX’s Independent Auditors for 2018; 3. FORthe approval, on an advisory (non-binding) basis, of the compensation of the Named Executive Officers as disclosed in these materials; and 4. FORthe approval of the 2018 CSX Employee Stock Purchase Plan. WWW.CSX.COM 13 Table of Contents Proxy Statement for 2018 Annual Meeting of Shareholders Can I change my vote? Yes. If you are a shareholder of record, you may change your vote or revoke your proxy any time before it is voted by delivering written notice to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202, by timely receipt of a later-dated signed proxy card or written revocation, by a later vote via the Internet or by telephone, or by voting in person at the Annual Meeting. If you hold your shares in “street name,” you should follow the instructions provided by your bank, broker or other nominee if you wish to change your vote. What happens if other matters are properly presented at the Annual Meeting? If any other matters are properly presented for consideration at the Annual Meeting, the persons named as proxies on the enclosed proxy card will have discretion to vote on those matters for you. On the date we filed this Proxy Statement with the SEC, the Board did not know of any other matters to be brought before the Annual Meeting. How are votes counted? Votes are counted by an independent inspector of elections appointed by the Company. What happens if the Annual Meeting is postponed or adjourned? Unless a new record date has been fixed, your proxy will still be in effect and may be voted at the reconvened meeting. You will still be able to change your vote or revoke your proxy with respect to any item until the polls have closed for voting on such item. How do I obtain admission to the Annual Meeting? You will be issued an admission ticket at the shareholder registration desk at the Annual Meeting. If you hold shares in your name, please be prepared to provide proper identification, such as a driver’s license or other government-issued identification. If you hold your shares through a broker, bank or other nominee, you will need proof of ownership, such as a recent account statement or letter from your broker, bank or other nominee, along with proper identification. If you are a duly appointed proxy for a shareholder, you must provide proof of your proxy power and proof of share ownership for the shareholder for whom you are a proxy. In addition, if you are authorized to represent a corporate or institutional shareholder, you must also present proof that you are the authorized representative of such shareholder. For security reasons, attendees will not be permitted to bring any packages, briefcases, large pocketbooks or bags into the meeting. Also, audio tape recorders, video and still cameras, laptops and other portable electronic devices will not be permitted into the meeting. We thank you in advance for your patience and cooperation with these rules. What is the deadline for consideration of shareholder proposals for the 2019 Annual Meeting of Shareholders? Shareholder Proposals for Inclusion in Next Year’s Proxy Statement.A shareholder who wants to submit a proposal to be included in the proxy statement for the 2019 Annual Meeting of Shareholders (the “2019 Annual Meeting”) must send the proposal to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida, 32202, so that it is received on or before December 7, 2018, unless the date of the 2019 Annual Meeting is changed by more than 30 days from May 18, 2019, in which case the proposal must be received a reasonable time before the Company begins to print and mail its proxy materials for the 2019 Annual Meeting. Shareholder Proposals or Director Nominees Not to be Included in Next Year’s Proxy Statement.A shareholder who wants to nominate a director or submit a proposal that will not be in the proxy statement but will be considered at the 2019 Annual Meeting, pursuant to the CSX bylaws, must send it to the principal office of CSX so that it is received not earlier than the close of business on January 18, 2019, nor later than the close of business on February 17, 2019 unless the date of the 2019 Annual Meeting is more than 30 days before or more than 70 days after May 18, 2019, in which case the nomination or proposal must be received not earlier than the 120th day prior to the date of the 2019 Annual Meeting and not later than the close of business on the later of the 90th day prior to the date of the 2019 Annual Meeting or the 10th day following the day on which the Company first publicly announces the date of the 2019 Annual Meeting. Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access).In 2015, the Company amended its bylaws to allow “proxy access.” Pursuant to the proxy access bylaw, a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years may submit director nominees (up to the greater of two directors or the number of directors representing 20% of the Board) for inclusion in the Company’s proxy statement, subject to the other requirements set forth in the bylaws. To include a director nominee in the Company’s proxy statement for the 2019 Annual Meeting, the proposing shareholder(s) must send notice and the required information to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida, 32202, so that it is received by December 7, 2018. Does the Board consider director nominees recommended by shareholders? Yes. The Governance Committee of the Board will review recommendations as to possible nominees received from shareholders and other qualified sources. The Governance Committee will evaluate possible nominees received from shareholders using the same criteria it uses for other director nominees. Shareholder recommendations should be submitted in writing addressed to the Chair of the Governance Committee, CSX Corporation, 500 Water Street, C160, Jacksonville, Florida 32202, and should include a statement about the qualifications and experience of the proposed nominee, as discussed further below. Shareholders who wish to nominate a director nominee should do so in accordance with the nomination provisions of the Company’s bylaws. A shareholder nomination for the 2019 Annual Meeting must be delivered to the Company within the time periods described above and set forth in the Company’s bylaws. 14 CSX CORPORATION 2018 PROXY STATEMENT Table of Contents Item 1: Election of Directors The Board unanimously recommends a voteFOR the election of the following Director nominees. ThirteenEleven directors are to be elected to hold office until the 20192021 Annual Meeting and their successors are elected and qualified. Each of the nominees, other than Mr. Foote who was elected on December 22, 2017,Suzanne M. Vautrinot, was elected to the Board at the Company’s 20172019 Annual Meeting of Shareholders. Ms. Riefler and Messrs. Hilal, Reilley and Zillmer were recommended by Company shareholder MR Argent Advisor LLC (“Mantle Ridge” and, together with its affiliated funds, the “Mantle Ridge Group”), which as of March 19, 2018 beneficially owned approximately 4.8% of the outstanding shares of CSX common stock and had additional economic exposure to 570,600 shares of CSX common stock under certain cash settled total return swaps. Mr. Hilal is the managing member of Mantle Ridge GP LLC, which is the general partner of Mantle Ridge LP, which is the sole member of Mantle Ridge. On March 6, 2017, the Company entered into an agreement with the Mantle Ridge Group pursuant to which CSX agreed to nominate Ms. Riefler and Messrs. Hilal, Reilley and Zillmer to the Board at each the 2017 Annual Meeting and 2018 Annual Meeting. This agreement between Mantle Ridge and CSX is described under“Mantle Ridge Agreements”and is referred to in this Proxy Statement as the “MR Agreement.” Nominees for Board membership are expected to be prominent individuals who demonstrate leadership and possess outstanding integrity, values and judgment. Directors and nominees must be willing to devote the substantial time required to carry out the duties and responsibilities of directors. In addition, each Board member is expected to represent the broad interests of the Company and its shareholders as a group, and not any particular constituency. Diversity CSX strives to cultivate an environment that embraces teamwork and capitalizes on the value of diversity. Although the Board does not have a formal written diversity policy, the Governance Committee has a long-standing commitment to diversity and is guided by the Company’s diversity philosophy when considering director nominees. The Committee recognizes the importance of maintaining a Board with a broad scope of backgrounds and expertise that will expand the views and experiences available to the Board in its deliberations. Many factors are taken into account when evaluating director nominees, including their ability to assess and evaluate the Company’s strategies in the face of changing economic and regulatory environments that may impact customer and shareholder expectations. In addition, the Committee feels that candidates representing varied age, gender, cultural and ethnic backgrounds add to the overall diversity and viewpoints of the Board. The Governance Committee and the full Board believe that the director nominees listed below embody the breadth of backgrounds and experience necessary for a balanced and effective Board. WWW.CSX.COM       7 Table of Contents ITEM 1: Election of Directors   |   Criteria for Board Membership Key Skills and Experience In determining the qualifications of a director nominee, the Board and the Governance Committee consider the following to be key skills and areas of experience: Board’s Skills and Experience as a Group Business Operations Business operations experience gives directors a practical understanding of developing, implementing and assessing the Company’s operating plan and business strategy. Corporate Governance Corporate governance experience supports Board and management accountability, transparency and protection of shareholder interests. Finance/ Capital Allocation Financial and capital allocation experience is important in evaluating the Company’s capital structure. Financial Expertise/ Literacy Financial expertise and literacy is important because it assists directors with their oversight of financial reporting and internal controls. Government/ Public Policy Government and public policy experience is important in understanding the regulatory environment in which the Company operates. Risk Management Risk management experience is critical to the Board’s risk oversight role. Marketing/Sales Marketing and sales experience is important to understanding the Company’s business strategies in developing new markets. Talent Management Talent management experience is valuable in helping the Company attract, motivate and retain high performing employees, including succession planning efforts. Transportation Industry Transportation industry experience is important to understanding the dynamics within the freight transportation sector. The chart above highlights some of the Board’s skills and experience as a group. The biography of each director also includes certain of their specific areas of expertise that resulted in the Board’s determination that each nominee is uniquely qualified to serve on the Board. 8       CSX Corporation 2020 Proxy Statement Table of Contents ITEM 1: Election of Directors   |   Criteria for Board Membership Board Nominees The Governance Committee has recommended to the Board, and the Board has approved, the persons named below as director nominees. The Board believes that each of the director nominees adds to the overall diversity of the Board. The director nominees bring a wide range of experience and expertise in management, railroad operations and financial markets. In addition, several of the director nominees are able to provide valuable perspective into the political and regulatory environments, as well as certain key markets. As of the date of this Proxy Statement, the Board has no reason to believe that any of the nominees named will be unable or unwilling to serve. If any of the nominees named is not available to serve as a director at the time of the Annual Meeting (an event which the Board does not now anticipate), the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion, reduces the size of the Board. There are no family relationships among any of these nominees or among any of the nominees and any executive officer of the Company. With the exception of the MR Agreement, there is no agreement or understanding between any nominee and any other person to which the nominee was selected. The Board unanimously recommends a voteFORthe election of the following Director nominees. Information regarding each director nominee follows. Each nominee has consented to being named in this Proxy Statement and to serve if elected. WWW.CSX.COM 15 Table of Contents Item 1: Election of Directors BOARD DIVERSITY CSX strives to cultivate an environment that embraces teamwork and capitalizes on the value of diversity. The Governance Committee has a long-standing commitment to diversity and is guided by the Company’s diversity philosophy when considering director nominees. The Committee recognizes the importance of maintaining a Board with a broad scope of backgrounds and expertise that will expand the views and experiences available to the Board in its deliberations. Many factors are taken into account when evaluating director nominees, including their ability to assess and evaluate the Company’s strategies in the face of changing economic and regulatory environments that may impact customer and shareholder expectations. In addition, the Committee feels that candidates representing varied age, gender and cultural and ethnic backgrounds add to the overall diversity and viewpoints of the Board. The Governance Committee and the full Board believe that the director nominees listed below embody the breadth of backgrounds and experience necessary for a balanced and effective Board. Donna M. Alvarado Independent Director Nominee Age71 Director since2006       Biographical Information Donna M. Alvarado is the founder and current President of Aguila International, a business-consulting firm. Previously, Ms. Alvarado served as President and Chief Executive Officer of Quest International, a global educational publishing company, from 1989 to 1993. She has served on corporate boards in the manufacturing, banking, transportation and services industries. She has also led state and national workforce policy boards. Ms. Alvarado previously served as Chairwoman of the Ohio Board of Regents. Following executive and legislative staff appointments at the U.S. Department of Defense and in the U.S. Congress, Ms. Alvarado was appointed by President Ronald Reagan to lead the federal agency ACTION, the nation’s premier agency for civic engagement and volunteerism, a position which she held from 1985 to 1989. Independent Director Nominee Age:69 Director since:2006 CSX Committees: Audit / Compensation / Public Affairs Skills and Qualifications:Qualifications As a result of her experience in the public and private sector, Ms. Alvarado brings to the Board significant workforce planning expertise, which is complemented by her experience with the Ohio Board of Regents. CSX Committees Audit / Compensation and Talent Management Other Public Directorships:Directorships ●CoreCivic, Inc. ●Park National Corporation Biographical Information: Donna M. Alvarado is the founder and current President of Aguila International, a business-consulting firm. Previously, Ms. Alvarado served as President and Chief Executive Officer of a global educational publishing company from 1989-1993. She has served on corporate boards in the manufacturing, banking, transportation and services industries. She has also led state and national workforce policy boards.WWW.CSX.COM       9 Ms. Alvarado previously served as Chairwoman of the Ohio Board of Regents. Following executive and legislative staff appointments at the U.S. Department of Defense and in the U.S. Congress, Ms. Alvarado was appointed by President Ronald Reagan to lead the federal agency ACTION, the nation’s premier agency for civic engagement and volunteerism, a position which she held from 1985-1989. 16 CSX CORPORATION 2018 PROXY STATEMENT Table of Contents ITEM 1: Election of Directors   |   Criteria for Board Membership Item 1: Election of Directors Senator John B. BreauxPamela L. Carter Independent Director Nominee Age:Age7470 Director since:since20052010 CSX Committees: Executive / Governance / Public Affairs (Chair) Skills and Qualifications: Senator Breaux’s extensive public policy and regulatory experience allows him to provide critical input on regulatory and legislative proposals that could have a material effect on railroad operations. Other Public Directorships: ●LHC Group, Inc. Biographical Information: Senator John B. Breaux is a partner in the Breaux-Lott Leadership Group, a private consulting firm in Washington, D.C. owned by Squire Patton Boggs LLP. From 2005 through 2007, Senator Breaux served as Senior Counsel at Patton Boggs LLP. Senator Breaux held numerous leadership positions during his 14 years in the U.S. House of Representatives and 18-year tenure in the U.S. Senate, where he served on the House Public Works and Transportation Committee, the Senate Finance Committee and the Senate Commerce Committee. Senator Breaux also founded the Centrist Coalition of Senate Democrats and Republicans and served as chairman of the Democratic Leadership Council. Pamela L. Carter       Independent Director NomineeBiographical Information Age:68 Director since:2010 CSX Committees: Executive / Finance (Chair) / Governance Skills and Qualifications: With strong operational experience and extensive service in government, Ms. Carter provides the Board with in-depth knowledge and insight into operations, technology, regulatory, legal and public policy matters. Other Public Directorships: ●Broadridge Financial Solutions, Inc. ●Enbridge Inc. ●Hewlett-Packard Enterprise Company Biographical Information: Pamela L. Carter retired in July 2015 as Vice President of Cummins Inc. and President of Cummins Distribution Business, a division of Cummins Inc., a designer, manufacturer and marketer of diesel engines and related components and power systems. Ms. Carter joined Cummins Inc. in 1997 as Vice President — General Counsel and held various management positions before her appointment in 2008 as President of Cummins Distribution Business, a $5 billion business with a global footprint. Prior to her career with Cummins, Ms. Carter served in various capacities with the State of Indiana and in the private practice of law. Ms. Carter was the first woman and the first African-American to be elected to the office of Attorney General in Indiana. Ms. Carter also became the first African-American woman to be elected state attorney general in the U.S. She served as Parliamentarian in the Indiana House of Representatives, Deputy Chief-of-Staff to Governor Evan Bayh, Executive Assistant for Health Policy & Human Services, and Securities Enforcement Attorney for the Office of the Secretary of State. WWW.CSX.COM 17 Table of ContentsSkills and Qualifications Item 1: Election of Directors With strong operational experience and extensive service in government, Ms. Carter provides the Board with in-depth knowledge and insight into operations, technology, regulatory, legal and public policy matters. CSX Committees Executive / Finance (Chair) / Governance Other Public Directorships ●Broadridge Financial Solutions, Inc. ●Enbridge Inc. ●Hewlett-Packard Enterprise Company James M. Foote Management Director Nominee / President and Chief Executive Officer Age66 Director since2017 Biographical Information James M. Foote, a senior executive with over 40 years of railroad industry experience in finance, operations and sales and marketing, was named President and Chief Executive Officer and President Age:64 Director since:2017 a director of CSX Committees: in December 2017. Mr. Foote joined CSX as Executive (Chair) Vice President and Chief Operating Officer in October 2017. Prior to joining CSX, Mr. Foote was President and Chief Executive Officer of Bright Rail Energy, a technology company formed in 2012 to design, develop and sell products that allow railroads to switch locomotives to natural gas power. Before heading Bright Rail, Mr. Foote was Executive Vice President, Sales and Marketing with Canadian National Railway Company. Mr. Foote joined Canadian National in 1995 as Vice President – Investor Relations to assist the company’s privatization. He also served as Vice President Sales and Marketing – Merchandise at Canadian National. Skills and Qualifications:Qualifications Mr. Foote has expertise in railroad operations, including the PSR businessscheduled railroading operating model, and sales and marketing. He also provides the Board with significant knowledge and understanding of the Company and its business. CSX Committees Executive (Chair) Other Public Directorships:Directorships ●None 10       CSX Corporation 2020 Proxy Statement Biographical Information: James M. Foote, a senior executive with over 40 yearsTable of railroad industry experience in finance, operations and sales and marketing, was named Chief Executive Officer and PresidentContents ITEM 1: Election of CSX in December 2017 following the death of E. Hunter Harrison. Prior to this role, Mr. Foote served as Executive Vice President and Chief Operating Officer from October to December 2017. Before joining CSX, Mr. Foote was president and chief executive officer of Bright Rail Energy, a technology company formed in 2012 to design, develop and sell products that allow railroads to switch locomotives to natural gas power. Before heading Bright Rail, Mr. Foote was executive vice president, sales and marketing with Canadian National Railway Company. Mr. Foote joined Canadian National in 1995 as vice president – investor relations to assist the company’s privatization. He also served as vice president sales and marketing – merchandise at Canadian National.Directors   |   Criteria for Board Membership Steven T. Halverson Independent Director Nominee Age:Age6365 Director since:since2006 Biographical Information Steven T. Halverson is the Chairman and former Chief Executive Officer of The Haskell Company, one of the largest design and construction firms in the United States. Prior to joining The Haskell Company in 1999, Mr. Halverson served as a Senior Vice President of M.A. Mortenson, a national construction firm. Mr. Halverson also serves as a director for GuideWell Mutual Insurance Holdings, Blue Cross Blue Shield of Florida, and is past chair of the Florida Council of 100, the Florida Chamber of Commerce, the Construction Industry Roundtable and the Jacksonville Civic Council. From 2008 until its sale to McKesson Corporation in 2013, Mr. Halverson served on the board of directors of PSS World Medical. CSX Committees: Audit / Compensation Skills and Qualifications:Qualifications Mr. Halverson’s expertise in the construction industry allows him to provide unique insight and perspective on the U.S. economy and certain CSX markets. In addition, through his roles with key organizations in Florida, Mr. Halverson provides broad leadership capabilities to the Board. CSX Committees Audit / Compensation and Talent Management (Chair) / Executive Other Public Directorships:Directorships ●None Biographical Information: Steven T. Halverson is the Chief Executive Officer of The Haskell Company, one of the largest design and construction firms in the United States. Prior to joining The Haskell Company in 1999, Mr. Halverson served as a Senior Vice President of M.A. Mortenson, a national construction firm. Mr. Halverson also serves as a director for GuideWell Insurance, Blue Cross Blue Shield of Florida, ACIG Insurance Co., the Florida Counsel of 100 (past chair), the Florida Chamber of Commerce (past chair), the Construction Industry Roundtable (past chair) and the Jacksonville Civic Council (past chair). From 2008 until its sale to McKesson Corporation in 2013, Mr. Halverson served on the board of directors of PSS World Medical. 18 CSX CORPORATION 2018 PROXY STATEMENT Table of Contents Item 1: Election of Directors Paul C. Hilal Director Nominee Age:51 Director since:2017 / Vice Chairman of the Board CSX Committees:Age Executive / Finance Skills and Qualifications:53 Mr. Hilal draws on his experience as a value investor, as a capital allocator, as an engaged director driving shareholder value and in the railroad industry to provide the Board valuable insight regarding the financial aspects of CSX’s business. Other Public Directorships: ●Director sinceNone2017 Biographical Information: Paul C. Hilal founded and controls Mantle Ridge,		Biographical Information Paul C. Hilal founded and controls MR Argent Advisor LLC and its affiliated funds (“Mantle Ridge”), and each of its related entities. Prior to founding Mantle Ridge, Mr. Hilal was a partner and senior investment professional at Pershing Square Capital Management where he worked from 2006 to 2016. From 2012 to 2016, Mr. Hilal served as a director of Canadian Pacific Railway Limited where he was chair of the Management Resources and Compensation Committee and a member of the Finance Committee. Mr. Hilal currently serves on the Board of Overseers of Columbia Business School and served until 2016 on the Board of the Grameen Foundation – an umbrella organization that helps micro-lending and micro-franchise institutions empower the world’s poorest through financial inclusion and entrepreneurship. Edward J. Kelly, III Independent Director Nominee Age:64 Director since:2002 Chairman of the Board CSX Committees: Compensation / Executive / Governance Skills and Qualifications:Qualifications Mr. Hilal draws on his experience as a value investor, as a capital allocator, and as an engaged director driving shareholder value. Additionally, through his railroad industry experience and perspective, Mr. Hilal provides the Board valuable insight regarding the financial aspects of CSX’s business. As an executive with expertise in the banking industry, Mr. Kelly provides extensive financial, regulatory and governance experience to the Board. He offers important perspective on global financial markets. CSX Committees Executive / Finance Other Public Directorships: ●XL Group Ltd.Directorships ●MetLife Inc.Aramark Corporation Biographical Information: Edward J. Kelly, III retired as Chairman of the Institutional Clients Group at Citigroup, Inc. in July 2014. He joined Citigroup, Inc. in 2008, and served at various points as Vice Chairman, Chief Financial Officer and Head of Global Banking at Citigroup, among other roles.WWW.CSX.COM       11 Mr. Kelly previously served as Managing Director at The Carlyle Group and Vice Chairman of The PNC Financial Services Group, Inc. following PNC’s acquisition of Mercantile Bankshares Corporation in March 2007. At Mercantile, Mr. Kelly held the offices of Chairman, Chief Executive Officer and President from March 2003 until March 2007, and was Chief Executive Officer and President from March 2001 to March 2003. Before joining Mercantile, Mr. Kelly served as Managing Director and co-head of Investment Banking Client Management at J.P. Morgan Chase and Managing Director and Head of Global Financial Institutions at J.P. Morgan. Previously, Mr. Kelly was General Counsel at J.P. Morgan and a partner at the law firm of Davis Polk & Wardwell LLP, where he specialized in matters related to financial institutions. Early in his career, Mr. Kelly served as a law clerk to Supreme Court Justice William J. Brennan, Jr. and U.S. Court of Appeals Judge Clement F. Haynsworth, Jr. Mr. Kelly previously served on the boards of directors for The Hartford Financial Services Group, The Hershey Company and Paris RE Holdings. WWW.CSX.COM 19 Table of Contents ITEM 1: Election of Directors   |   Criteria for Board Membership Item 1: Election of Directors John D. McPherson Independent Director Nominee Age73 Director since2008       Independent Director NomineeBiographical Information Age:71 Director since:2008 CSX Committees: Finance / Public Affairs Skills John D. McPherson served as President and Qualifications: AsChief Operating Officer of Florida East Coast Railway, a resultwholly-owned subsidiary of Florida East Coast Industries, Inc., from 1999 until his extensive careerretirement in the rail industry,2007. From 1993 to 1998, Mr. McPherson servesserved as an expertSenior Vice President – Operations, and from 1998 to 1999, he served as President and Chief Executive Officer of the Illinois Central Railroad. Prior to joining the Illinois Central Railroad, Mr. McPherson served in railroad operations. Other Public Directorships: ●None Biographical Information: John D. McPherson served as President and Chief Operating Officer of Florida East Coast Railway, a wholly-owned subsidiary of Florida East Coast Industries, Inc., from 1999 until his retirement in 2007. From 1993 to 1998, Mr. McPherson served as Senior Vice President – Operations, and from 1998 to 1999, he served as President and Chief Executive Officer of the Illinois Central Railroad. Prior to joining the Illinois Central Railroad, Mr. McPherson served in various capacities at Santa Fe Railroad for 25 years. From 2012 to 2015, Mr. McPherson served on the board of directors of Las Vegas Railway Express, a start-up passenger railroad that plans to operate between Los Angeles and Las Vegas.various capacities at Santa Fe Railroad for 25 years. From 2012 to 2015, Mr. McPherson served on the board of directors of Las Vegas Railway Express. From 1997 to 2007, Mr. McPherson served as a member of the board of directors of TTX Company, a railcar provider and freight car management services joint venture of North American railroads.	Skills and Qualifications As a result of his extensive career in the rail industry, Mr. McPherson serves as an expert in railroad operations. CSX Committees Compensation and Talent Management / Governance Other Public Directorships ●None

David M. Moffett Independent Director Nominee
Age68 Director since2015		Independent Director NomineeBiographical Information Age:66 Director since:2015 CSX Committees: Audit (Chair) / Executive / Finance Skills and Qualifications: Mr. Moffett has many years of experience as a chief executive officer or chief financial officer of public financial services companies, as well as significant public policy experience. Other Public Directorships: ●PayPal Holdings, Inc. ●Genworth Financial, Inc.

Biographical Information:
David M. Moffett served as the Chief Executive Officer and a director of the Federal Home Loan Mortgage Corporation from September 2008 until his retirement in March 2009. He previously served as a Senior Advisor with the Carlyle Group LLC from May 2007 to September 2008, and as the Vice Chairman and Chief Financial Officer of U.S. Bancorp from 2001 to 2007, after its merger with Firstar Corporation where he served as Vice Chairman and Chief Financial Officer from 1998 to 2001. Mr. Moffett also served as Chief Financial Officer of StarBanc Corporation, a predecessor to Firstar Corporation, from 1993 to 1998.

Mr. Moffett currently serves as a director of Genworth Financial, Inc. and as the lead independent director on the board of directors of PayPal Holdings, Inc. He also serves as a trustee on the boards of Columbia Fund Series Trust I and Columbia Funds Variable Insurance Trust, overseeing approximately 52 funds within the Columbia Funds mutual fund complex. In addition, he serves as a trustee for the University of Oklahoma Foundation. Mr. Moffett also has served as a consultant to Bridgewater and Associates.

From 2007 to 2015, Mr. Moffett served on the board of directors of eBay, Inc. From 2010 to 2016, Mr. Moffett served on the board of directors of CIT Group Inc.

12       CSX Corporation 2020 Proxy Statement

Table of Contents

Dennis H. Reilley
		Independent Director Nominee Age:65 Director since:2017 CSX Committees: Audit / Executive / Finance / Governance (Chair) Skills and Qualifications: Drawing on his expertise in finance, operations and leadership on the boards of Fortune 500 companies, Mr. Reilley provides the Board valuable insight and exposure to different approaches to governance and other key issues. Other Public Directorships: ●Marathon Oil Corporation ●DowDuPont, Inc.

Biographical Information:
Dennis H. Reilley is the retired Chairman, President and Chief Executive Officer of Praxair, Inc. Prior to joining Praxair in 2000, Mr. Reilley served as Executive Vice President and Chief Operating Officer of E.I. Dupont de Nemours and Company and its former energy subsidiary, Conoco Inc., from 1999 to 2000. Mr. Reilley has served as non-executive chairman of Marathon Oil Corporation since 2014 and has served as a board member since 2002. He has also served as a director of Dow Chemical Company from 2007 until its merger with E.I. du Pont de Nemours and Company in 2017, and now serves as a director of the combined company, DowDuPont, Inc. Mr. Reilley served as a director of Covidien PLC from 2007 to 2015 (as Chairman from 2007 to 2008 and as Lead Director from 2008 to 2013). Prior to his appointment to the CSXDirectors   |   Criteria for Board Mr. Reilley was an advisory board member of Trian Advisory Partners, of which he was a founding member. Additionally, Mr. Reilley served as a director of H.J. Heinz Company from 2005 to 2013 and the Entergy Corporation from 1999 to 2005, as well as a former chairman of the American Chemistry Council.Membership

Linda H. Riefler Independent Director Nominee
Age59 Director since2017		Biographical Information Linda H. Riefler served as the Chairman of Global Research at Morgan Stanley from 2011 to 2013 and as Global Head of Research since 2008. From 2006 to 2008 she served as the Chief Talent Officer of Morgan Stanley, in which role she served on both the Management Committee for seven years and the Operating Committee of Morgan Stanley. Ms. Riefler joined Morgan Stanley in 1987 in the Capital Markets division and was elected a managing director in 1998.	Independent Director Nominee Age:56 Director since:2017 CSX Committees: Audit / Compensation / Public Affairs Skills and Qualifications:Qualifications Ms. Riefler draws on her experience at Morgan Stanley to provide the Board perspective on internal growth strategies, risk and external growth strategies,management, debt and equity financings, and capital market allocations. CSX Committees Compensation and Talent Management / Governance Other Public Directorships:Directorships ●MSCI, Inc.

Biographical Information:
Linda H. Riefler served as the Chairman of Global Research at Morgan Stanley from 2011 to 2013 and as Global Head of Research since 2008. From 2006 to 2008 she served as the Chief Talent Officer, in which role she served on both the Management Committee for seven years and the Operating Committee of Morgan Stanley. Ms. Riefler joined Morgan Stanley in 1987 in the Capital Markets division and was elected a managing director in 1998.

Suzanne M. Vautrinot Independent Director Nominee Age60 Director since2019

WWW.CSX.COM Biographical Information Suzanne M. Vautrinot is the Founder and President of Kilovolt Consulting, Inc., a cyber security strategy and technology consulting firm. In 2013, Ms. Vautrinot retired from the United States Air Force (“USAF”) as a Major General following a distinguished 31-year career where she influenced the development and application of critical cyber security and space technology. From 2011 to 2013, Ms. Vautrinot served as Commander of the USAF’s Cyber Command where she oversaw a multibillion-dollar cyber enterprise and led a workforce of 14,000 personnel conducting offensive and defensive cyber operations worldwide. She served as the Deputy Commander for Joint Forces Component Command Network Warfare and was instrumental in creating, operating and protecting U.S. Cyber Command and the global network architecture. During her career in the USAF, Ms. Vautrinot also served as Director of Plans and Policy, U. S. Cyber Command and Deputy Commander, Network Warfare, U.S. Strategic Command, as well as Commander - Air Force Recruiting Service.

21Skills and Qualifications

Ms. Vautrinot provides the Board with expertise in cyber security, risk management, corporate governance and talent management. CSX Committees Audit / Governance Other Public Directorships ●Ecolab, Inc. ●Parsons Corporation ●Wells Fargo & Co.

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ITEM 1: Election of Directors   |   Criteria for Board Membership

J. Steven Whisler Independent Director Nominee
Age65 Director since2011		Biographical Information J. Steven Whisler is the retired Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, where he served in many roles from 1981 until his retirement in 2007. During his tenure at Phelps Dodge Corporation, Mr. Whisler was instrumental in the implementation of its “Zero and Beyond” safety program designed to eliminate workplace injuries and its “Quest for Zero” process-improvement program designed to, among other things, eliminate environmental waste while enhancing product quality. Mr. Whisler also served as director of US Airways Group, Inc. from 2005 until 2011, and Burlington Northern Santa Fe from 1995 until its acquisition by Berkshire Hathaway in 2010.	Independent Director Nominee Age:63 Director since:2011 CSX Committees: Audit / Finance Skills and Qualifications:Qualifications Through his prior tenure on the Burlington Northern Santa Fe board of directors and as a former executive in the mining industry, Mr. Whisler brings to the Board invaluable safety program experience, railroad knowledge and familiarity with certain key markets. CSX Committees Audit / Finance Other Public Directorships:Directorships ●Brunswick Corporation ●International Paper Co.

Biographical Information:
J. Steven Whisler is the retired Chairman and Chief Executive Officer of Phelps Dodge Corporation, a mining and manufacturing company, where he served in many roles from 1981 until his retirement in 2007. During his tenure at Phelps Dodge Corporation, Mr. Whisler was instrumental in the implementation of its “Zero and Beyond” safety program designed to eliminate workplace injuries and its “Quest for Zero” process-improvement program designed to, among other things, eliminate environmental waste while enhancing product quality.

Mr. Whisler also served as a director of US Airways Group, Inc. from 2005 until 2011, and Burlington Northern Santa Fe from 1995 until its acquisition by Berkshire Hathaway in 2010.

John J. Zillmer
		Independent Director Nominee Age:62 / Chairman of the Board Age64 Director since:since2017		CSX Committees:Biographical Information Compensation (Chair) / John J. Zillmer is the Chairman, President and Chief Executive / Governance / Public Affairs Officer of Aramark Corporation, a food service, facilities, and uniform services provider with revenues in excess of $16 billion in 2019. Prior to joining Aramark, Mr. Zillmer served as the Executive Chairman, President and Chief Executive Officer of Univar Inc., a global chemical distributor and Fortune 500 company, where he also served as a director from 2009 to 2012. Prior to joining Univar, Mr. Zillmer served as Chairman and Chief Executive Officer of Allied Waste Industries, Inc. from 2005 to 2008, leading an operational transformation that has become an industry benchmark. He has also served as a director of Liberty Capital Partners, a private equity and venture capital firm specializing in startups, early stage, growth equity, buyouts and acquisitions. Mr. Zillmer also serves on the North American advisory board of CVC Capital Partners. He previously served on the board of Reynolds American, Inc. from 2007 until its acquisition by British American Tobacco in 2017.	Skills and Qualifications:Qualifications Mr. Zillmer provides the Board valuable insight on business optimization and improvement, in addition to labor relations, environmental safety, logistics, corporate governance and talent management. CSX Committees Compensation and Talent Management / Executive / Governance (Chair) Other Public Directorships:Directorships ●Ecolab, Inc. ●Veritiv Corporation1 ●Performance Food Group CompanyAramark Corporation

Biographical Information:
John J. Zillmer is the former Executive Chairman, President and Chief Executive Officer of Univar Inc., a global chemical distributor and Fortune 500 company, where he also served as a director from 2009 to 2012. Prior to joining Univar, Mr. Zillmer served as Chairman and Chief Executive Officer of Allied Waste Industries, Inc. from 2005 to 2008, leading an operational transformation which has become an industry benchmark. He currently serves as a director of Ecolab, Inc., Veritiv Corporation and Performance Food Group Company. Since June 2004, Mr. Zillmer has also served as a director of Liberty Capital Partners, a private equity and venture capital firm specializing in start-ups, early stage, growth equity, buyouts and acquisitions. Mr. Zillmer also serves on the North American advisory board of CVC Capital Partners. He previously served on the board of Reynolds American, Inc. from 2007 until its acquisition by British American Tobacco in 2017.

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ITEM 1: Election of Directors | Director Independence

What are the directors’ qualifications to serve on the CSX Board of Directors?

The table below highlights the qualifications and experience of each nominee that resulted in the Board’s determination that each nominee is uniquely qualified to serve on the Board.

DIRECTOR QUALIFICATIONS AND EXPERIENCE

BUSINESS OPERATIONSexperience gives directors a practical understanding of developing, implementing and assessing the Company’s operating plan and business strategy.

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CORPORATE GOVERNANCEexperience supports Board and management accountability, transparency and protection of shareholder interests.

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FINANCE / CAPITAL ALLOCATIONexperience is important in evaluating the Company’s capital structure.

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FINANCIAL EXPERTISE / LITERACYis important because it assists directors with their oversight of financial reporting and internal controls.

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GOVERNMENT / PUBLIC POLICYexperience is important in understanding the regulatory environment in which the Company operates.

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RISK MANAGEMENTexperience is critical to the Board’s risk oversight role.

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MARKETING / SALESexperience is important to understanding the Company’s business strategies in developing new markets.

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TALENT MANAGEMENTexperience is valuable in helping the Company attract, motivate and retain high performing employees, including succession planning efforts.

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TRANSPORTATION INDUSTRYexperience is important to understanding the dynamics within the freight transportation sector.

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What if a nominee is unable to serve as director?

If any of the nominees named above is not available to serve as a director at the time of the Annual Meeting (an event which the Board does not now anticipate), the proxies will be voted for the election of such other person or persons as the Board may designate, unless the Board, in its discretion (but subject to the terms of the MR Agreement), reduces the numberof directors. Furthermore, if Ms. Riefler or Messrs. Hilal, Reilley or Zillmer are not available to serve as a director at the time of the Annual Meeting, proxies will be voted for the election of such other person or persons designated by Mantle Ridge pursuant to the MR Agreement, subject to the terms thereof.

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Director Independence

The Board annually evaluates the independence of each of its directors and, acting through its Governance Committee, the performance of each of its directors. In evaluating the independence of each of its directors, the Board considers the NasdaqNASDAQ Global Select Market (“Nasdaq”NASDAQ”) listing standards and reviews transactions or relationships, if any, between each director, director nominee or his or her immediate family and the Company or its subsidiaries. The purpose of this review is to determine whether any such relationships or transactionswouldtransactions would interfere with the exercise of independent judgment by the director or director nominee in carrying out his or her responsibilities as a director, and thus, be inconsistent with a determination that the director or director nominee is independent. The Board also considers the independence of its committee members under applicable tax and securities laws.

In March 2018,February 2020, after considering NasdaqNASDAQ listing standards, the Board, upon recommendation from the Governance Committee, determined that the following directorsdirector nominees are independent under the NasdaqNASDAQ listing standards: Donna M. Alvarado, John B. Breaux, Pamela L. Carter, Steven T. Halverson, Edward J. Kelly, III, John D. McPherson, David M. Moffett, Dennis H. Reilley, Linda H. Riefler, Suzanne M. Vautrinot, J. Steven Whisler and John J. Zillmer. Paul C. Hilal joined the Board in 2017, and was not deemed an independent director as a result of a reimbursement payment from CSX to MR Argent Advisor LLC and its affiliated funds (“Mantle Ridge”), which Mr. Hilal founded and controls. The reimbursement arrangement was approved by shareholders on June 5, 2017, and was part of the transaction through which Mantle Ridge brought E. Hunter Harrison to CSX as President and Chief Executive Officer. Under NASDAQ listing standards, there is a three-year look back before Mr. Hilal would be able to be considered independent. Although the Board did not affirmatively determine Mr. Hilal to be independent under the NASDAQ listing standards, the Board is not aware of any facts, at this time, that would prevent an affirmative independence determination after June 2020.

Principles of Corporate Governance

The Board is committed to corporate governance principles and practices that facilitate the fulfillment of its fiduciary duties to shareholders and to the Company and its shareholders. The Board has adopted Corporate Governance Guidelines that reflect the high standards that employees, investors, customers, suppliers and others can and should expect. Key corporate governance principles observed by the Board and the Company include:

CSX’s Corporate Governance Guidelines and Code of Ethics are available on the Company’s website athttp://investors.csx.comunder the heading “Corporate“Environmental, Social and Governance.” Shareholders may also request a free copy of any of these documents by writing to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Any waivers of or changes to the Code of Ethics that apply to our directors or executive officers will be disclosed on CSX’s website athttp://www.csx.com. There were no waivers to the Code of Ethics in 2017.2019.

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ITEM 1: Election of Directors   |   Shareholder Outreach and Engagement

Shareholder Outreach and Engagement

We believe that on-going shareholder engagement is a key component of effective corporate governance that allows the Company to better understand evolving trends and enable strategic decision-making to deliver shareholder value. We conduct shareholder outreach throughout the year to ensure that management and the Board understand and consider our shareholders’ views on important issues.

Senior leaders and subject matter experts from the Company meet routinely with representatives from many of our institutional shareholders and periodically with proxy advisory firms to discuss CSX’s business strategy, corporate governance practices, executive compensation, and environmental, social and governance matters. Members of the Board participate in these meetings from time to time.

In addition to this shareholder outreach, CSX also engages with shareholders and other interested parties through its participation in industry and investment community conferences, investor road shows, and analyst meetings. In addition, we continue to successfully engage with individual shareholders to advance issues that are in the best interests of our broad and diverse shareholder base.

Shareholders who wish to communicate with the Board, or with a particular director, may forward appropriate correspondence to CSX Corporation, Office of the Corporate Secretary, 500 Water Street, C160, Jacksonville, Florida 32202. Pursuant to procedures established by the non-employeenon-management directors of the Board, the Office of the Corporate Secretary will forward appropriate correspondence to the Board or a particular director. Appropriate correspondence generally includes any legitimate, non-harassing inquiries or statements. Interested parties who wish to communicate with the Chairman of the Board or non-employee directors may forward correspondence to CSX Corporation, the Chairman of the Board, CSX Board of Directors, 500 Water Street, C160, Jacksonville, Florida 32202.

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Board of Directors’ Role in Risk Oversight

Pursuant to its charter, the Audit Committee of the Board has primary responsibility for risk oversight. In addition to regular risk presentations to the Audit Committee, management periodically reports to the Board and its other committees on current risks and the Company’s approach to avoiding and mitigating risk exposure.

The Company’s Business Risk Management (“BRM”) program includes activities related to the identification, assessment, mitigation and monitoring of risks. The CSX risk universe is divided into the following broad risk categories:

Compliance— Risks directly impacting CSX’s ability to meet or comply with state, federal or local rules and regulations (e.g.e.g., environmental laws and regulations);

Strategic— Risks (and opportunities) directly impacting CSX’s ability to achieve or exceed its stated longer term strategic objectives (e.g.e.g., market demand shifts); and

External— Risks arising from events outside CSX and beyond the Company’s direct influence or control (e.g.e.g., economic downturn, cyber and other security risks).

The objective of the BRM program is to facilitate timely identification and review of new and existing risks along with overseeing the development and execution of mitigation plans. A well-established risk management structure is leveraged to govern the program.

Risks are prioritized based on their potential impacts on the Company. On an ongoing basis, risks are evaluated to track the status of key mitigation activities along with the trends of key indicators. Ultimately, the BRM program provides an opportunity for business and functional leadership to collaborate on the key Company risks and identify needed mitigation steps to help advance the Company’s objectives.

Board of Directors’ Role in Succession Planning

The Board is responsible for succession planning for the Board, as well as senior management, including the CEO. In addition to succession planning efforts by the Board and the Governance Committee throughout the year, the full Board engages in a comprehensive management succession planning exercise on an annual basis where it analyzes potential succession candidates across all senior management positions. Although the Board focuses on the senior executive team and CEO succession, directors

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ITEM 1: Election of Directors   |   Transactions with Related Persons and Other Matters

also discuss the pipeline for other key roles in the Company. As part of this exercise, the Board reviews skills, competencies and readiness levels of succession candidates and recommends development plans to ensure that management succession candidates are adequately prepared for planned and unexpected transitions.

As discussed in greater detail below, in March 2017, upon the resignation of Mr. Ward, CSX appointed E. Hunter Harrison as CEO to transform the Company by implementing his proven PSR business model. Following Mr. Harrison’s untimely death in December 2017, CSX appointed James M. Foote, the Company’s Chief Operating Officer, with whom Mr. Harrison had worked closely with at Canadian National Railway, to continue the positive progress of PSR.

In February 2018, in response to a shareholder proposal that was subsequently withdrawn, the Board adopted a policy requiring that the CEO have an annual physical, performed by a medical provider approved by the Board, or by a Committee designated by the Board, with the results to be provided to the Board by the medical provider in such a manner and in such a form as may be determined by the Board.

As part of its succession planning efforts for potential director nominees, the Board considers, among other factors, diversity of backgrounds and experience, the tenure and skill sets of existing directors and expertise in areas of strategic focus.

The Board believes that the 13 director nominees standing for election at the Annual Meeting possess a diverse breadth of experience that will bolster management’s positioning of CSX to respond to volatile macroeconomic conditions and challenges facing CSX and the rail industry.

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Transactions with Related Persons and Other Matters

CSX operates under a Code of Ethics that requires all employees, officers and directors, without exception, to avoid engaging in activities or relationships that conflict, or would be perceived to conflict, with the Company’s interests or adversely affect its reputation. It is understood, however, that certain relationships or transactions may arise that would be deemed acceptable and appropriate upon full disclosure of the transaction, following review to ensure there is a legitimate business reason for the transaction and that the terms of the transaction are no less favorable to CSX than could be obtained from an unrelated person. The Audit Committee is responsible for review and oversight of all transactions with related persons. CSX has not adopted written procedures for reviewing Related Person Transactions, but generally follows the procedures described below.below in accordance with Item 404 of Regulation S-K.

A “Related Person Transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which: (i) CSX (including any of its subsidiaries) was, is or will be a participant; (ii) the amount involved exceeds $120,000 in any fiscal year; and (iii) any Related Person had, has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).

CSX considers aA “Related Person” to be:includes: (i) any person who is, or at any time since the beginning of the last fiscal year was, a director or executive officer or a nominee to become a director; (ii) any person who is known to be the beneficial owner of more than 5% of any class of CSX’s voting securities; (iii) any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of the director, executive officer, nominee or more than 5% beneficial owner, and any person (other than a tenant oremployee)or employee) sharing the household of such director, executive officer, nominee or more than 5% beneficial owner; and (iv) any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest.

On an annual basis, in response to the Directors and Officers Questionnaire (“Questionnaire”) and a Related Person Transaction survey (“Survey”), each director, director nominee and executive officer submits to the Corporate Secretary a description of any current or proposed Related Person Transactions. Directors and executive officers are expected to notify the Corporate Secretary of any updates to the list of Related Person Transactions during the year. If Related Person Transactions are identified, those transactions are reviewed by the Audit Committee.

The Audit Committee will evaluate Related Person Transactions based on:

In connection with the review of any Related Person Transaction, the Audit Committee will consider whether the transaction will be a conflict of interest or give the appearance of a conflict of interest. In the case of any Related Person Transaction involving an outside director or nominee for director, the Audit Committee will also consider whether the transaction will compromise the director’s status as an independent director as prescribed in the NasdaqNASDAQ listing standards.

Mantle Ridge AgreementsShare Repurchase.

As previously reported, on January 18, 2017 and prior to becoming CEO ofOn October 17, 2019, concurrently with the Company, E. Hunter Harrison, entered into a consulting agreement with Mantle Ridge (the “MR Consulting Agreement”). Under the MR Consulting Agreement, Mr. Harrison agreed to serve as a consultant to Mantle Ridge for which the agreement entitled him to, among other things and subject to the repayment obligations described below: (i) a $166,667 monthly consulting fee; (ii) an $84 million supplemental payment, payable in two lump-sum installments of $55 million on January 31, 2017 and $29 million before March 15, 2018; and (iii) a tax equalization payment related to his forfeiture of certain equity awards granted by his former employer, Canadian Pacific Railway Limited (collectively, the “Payments”).

The MR Consulting Agreement obligated Mr. Harrison to repay in full, or forfeit if not yet paid, the Payments if: (i) he resigned (other than due to death or disability or was required to do so by his former employer due to a breach of certain restrictive covenants by Mantle Ridge); (ii) he accepted an employment position as requestedsale by Mantle Ridge (in which caseof approximately 18.8 million shares of the repaymentCompany’s stock to a major financial institution in an unregistered block trade, the Company repurchased approximately 4.7 million shares of its common stock from Mantle Ridge at the same purchase price per share as was required within 10 dayspaid by the financial institution for aggregate cash consideration of receiving an equivalent amount from his new employer); (iii) he materially violatedapproximately $319 million pursuant to a Stock Purchase Agreement between the non-competition covenants to which he was subject under the MR Consulting Agreement; or (iv) he rejected an offerCompany and Mantle Ridge. A member of employment to serve as the CEOCSX’s Board of a Class 1 Railroad if such offer met certain specified minimum duration, compensation, severance, benefitsDirectors, Paul C. Hilal, founded and other requirements.controls Mantle Ridge and each of its related entities.

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On March 6, 2017, the Company entered into the MR Agreement, pursuant to which, among other things: (i) the Board agreed to certain director appointmentsITEM 1: Election of Directors   |   Compensation Committee Interlocks and the subsequent nomination of the directors so appointed at each of the Company’s 2017 Annual Meeting and the Annual Meeting; (ii) the Board agreed to certain committee leadership and composition and to maintain such committee leadership and composition until at least the conclusion of the Annual Meeting; and (iii) that the roles of Chairman of the Board and CEO would be separated and that Mr. Kelly and Mr. Hilal would be appointed as non-executive Chairman and Vice Chairman of the Board, respectively, each to serve until the conclusion of the Annual Meeting. Furthermore, in order to facilitate Mr. Harrison becoming CEO of the Company, pursuant to an amendment to the MR Consulting Agreement, Mantle Ridge agreed that if the Board approved and effectuated the reimbursement of the various payments and obligations discussed above no later than the 15th day following the 2017 Annual Meeting, then Mr. Harrison would have no obligation to repay the Payments.Insider Participation

The MR Agreement terminates upon conclusion of the Annual Meeting, subject to certain specified obligations that will terminate at a later date. It is more fully described in, and is attached as an exhibit to, the Company’s Current Report on Form 8-K filed on March 7, 2017 with the SEC.

On March 6, 2017, Mr. Harrison was appointed as CEO and a director of the Company. On March 30, 2017, the Company and the Mantle Ridge Group entered into a registration rights agreement (the “Registration Rights Agreement”). The Registration Rights Agreement wascontemplated by the MR Agreement. Pursuant to the Registration Rights Agreement, the Mantle Ridge Group shareholders may request that the Company file a registration statement to register the sale of shares of CSX common stock that the Mantle Ridge Group shareholders beneficially own, subject to the limitations and conditions provided in the Registration Rights Agreement. The Registration Rights Agreement is more fully described in, and is attached as an exhibit to, the Company’s Current Report on Form 8-K filed on April 3, 2017 with the SEC.

Finally, on June 16, 2017, the Company entered into a letter agreement with Mr. Harrison, pursuant to which the Company: (i) paid and acknowledged the reimbursement payment to Mantle Ridge of $55 million for funds previously paid to Mr. Harrison by Mantle Ridge; (ii) assumed Mantle Ridge’s obligation to pay Mr. Harrison a lump sum cash amount of $29 million in respect of other forfeited compensation from Canadian Pacific Railway Limited prior to March 15, 2018, subject to applicable deductions and withholdings; and (iii) assumed Mantle Ridge’s tax indemnification obligations to Mr. Harrison, which enabled him to remain in the same after-tax position as if he had not forfeited such compensation and benefits earned from Canadian Pacific and had not been reimbursed for them. This letter agreement is more fully described in, and is attached as an exhibit to, the Company’s Current Report on Form 8-K filed on June 16, 2017 with the SEC.

Compensation Committee Interlocks and Insider Participation

No member of the Compensation and Talent Management Committee is, or in 20172019 was, an executive officer or former executive officer or employee of the Company. In addition, no executive officer of the Company served on the board of directors of any entity whose executive officers included a director of the Company.

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Board Leadership and Committee Structure

The Board believes that at this time, and based on the Company’s current circumstances, the positions of Chairman and CEO should be separate, with the Chairman of the Board role being filled by an independent director. The duties of the Chairman include: (i) calling special meetings of the Board; (ii) presiding at all meetings of the Board and shareholders; (iii) in consultation with the Vice Chairman of the Board, determining the agenda, schedule and meeting materials for meetings of the Board in consultation with the Vice Chairman of the Board; (iv) guiding Board discussions and facilitating discussions between the Board and the Company’s management; (v) interacting with the Company’s analysts, investors, employees and other key constituencies; and (vi) keeping the Vice Chairman informed, and consulting with the Vice Chairman, as to material internal and external discussions the Chairman has, and material developments the Chairman learns, about the Company and the Board.

The Chairman is assisted by a Vice Chairman. The duties of the Vice Chairman include: (i) providing input on the agenda, schedules and meeting materials for meetings of the Board; (ii) assisting in guiding Board discussions and facilitating communication between the BoardandBoard and the Company’s management; (iii) interacting with the Company’s analysts, investors, employees and other key constituencies; (iv) performing the duties of Chairman in the absence or at the request of the Chairman; and (v) keeping the Chairman informed, and consulting with the Chairman, as to material internal and external discussions the Vice Chairman has, and material developments the Vice Chairman learns, about the Company and the Board.

The Board has sixfive standing committees: the Audit Committee, the Compensation and Talent Management Committee, the Executive Committee, the Finance Committee, the Governance Committee and the Public AffairsGovernance Committee. Each of these committees has a written charter approved by the Board, a copy of which can be found on the Company’s website athttp://investors.csx.comunder the heading “Corporate“Environmental, Social and Governance.” As of the Record Date, the composition of the committees of the Board was as follows:

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ExecutiveITEM 1: Election of Directors   |   Board Leadership and Committee Structure

Audit Committee

Committee Members

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29David M. Moffett

(Chair) Donna M. Alvarado Steven T. Halverson Suzanne M. Vautrinot J. Steven Whisler Independent Members

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CompensationITEM 1: Election of Directors   |   Board Leadership and Committee Structure

Finance Committee

Committee Members

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CSX CORPORATION 2018 PROXY STATEMENT

Pamela L. Carter (Chair) Paul C. Hilal David M. Moffett J. Steven Whisler Independent Members

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Governance CommitteeITEM 1: Election of Directors   |   Annual Evaluation of Board Performance

Public Affairs Committee

TableAnnual Evaluation of ContentsBoard Performance

The Board believes annual performance reviews are essential for ensuring overall effectiveness, including fulfilment of its oversight responsibilities, strategic planning and communications. For 2019, the Board evaluation process was initiated through detailed questionnaires. Individual director performance was then discussed with committee chairs or the Chairman of the Board, as appropriate. Summaries of the committee-specific feedback was provided to the relevant committee chairs, which were then reviewed with the Chairman of the Board. The Governance Committee reviewed the evaluations and recommendations. Each standing committee also conducted an evaluation of its own performance.

Meetings of the Board and Executive Sessions

During 2017,2019, there were 25six meetings of the Board. Each of the directors then serving attended at least 80%75% of the meetings of the Board and the committees on which he or she served. The non-employee directors met alone in executive session at each regular Board meeting. These executive sessions were chaired by the Chairman.Chairman of the Board. In accordance with the CSX Corporate Governance Guidelines, the independent directors (when different than non-employeenon-management directors) meet in executive session at least once a year. While the Company does not have a formal policy regarding director attendance at annual shareholder meetings, the Company strongly encourages directors to attend absent an emergency. All but one director then in officeof the incumbent directors attended the 20172019 Annual Meeting.

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ITEM 1: Election of Directors   |   Director Compensation

Director Compensation

The Board periodically but at least once every three years, reviews and sets the compensation for the non-employee directors based on the recommendation of the Governance Committee. Director compensation includes both cash and stock-based components. In recommending the amount and form of director compensation, the Committee considers, among other factors, peer benchmarking data and the level of compensation necessary to attract and retain qualified, independent directors.

For 2017, the Board approved an annual retainerElements of $100,000, which was payable inDirector Compensation