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The Annual Meeting of Shareholders (the “Annual Meeting”) of CSX Corporation (together with its subsidiaries, “CSX” or the “Company”) will be held at 10:00 a.m. (EDT) on Wednesday,Friday, May 6, 2020.7, 2021. 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 atwww.virtualshareholdermeeting.com/CSX2020.CSX2021.

Items of 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 6, 2020,8, 2021, 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, 20192020 (the “2019“2020 Annual Report”) are being mailed or made available to those shareholders on or about March 25, 2020.24, 2021.

By Order of the Board of Directors,

Nathan D. Goldman

Executive Vice President-Chief Legal
Officer
and Corporate Secretary

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	Advancing ESG through Transformation

The goal of CSX’s operating model is to improve transit times and enhance reliability, resulting in more consistent freight flows, a more sustainable use of resources across the CSX network, a superior service product for our customers, and a safe and rewarding work environment for CSX employees.

Our operational transformation enabled us to drive improvements across the business, including our ESG performance. Most significantly, we have been able to:

			ESG Performance Highlights: Progress from 2017-2020(1)
	Improve safety performance across the network through enhanced safety training, processes, and technology
	Achieve faster transit times, greater schedule reliability, increased transparency of network performance, and more consistent freight flows, resulting in a superior service for customers
	Reduce fuel usage and emissions by converting more road miles to rail miles and realizing higher utilization of assets across the network – reducing CSX’s carbon footprint as well as our customers’ footprints
			(1) 2020 data to be released later this year.

What’s Ahead

The next phase of CSX’s transformation focuses on capturing the full value of the improved service by generating profitable and sustainable growth. Increased fluidity and efficiencies across the network allow us to provide a level of service, transparency, efficiency, and reliability that was not previously possible. With continued investments in rail assets, accident prevention, environmental awareness, fuel efficiency, and more, we continue to look for opportunities to better serve our customers and employees and to make rail the sustainable transportation mode of choice.

Awards and Accomplishments

CSX is proud to have received several high-profile awards, rankings, and other honors over the last year, including the following:

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ADVANCING ESG THROUGH TRANSFORMATION

ESG Highlights

Our leadership in the freight rail industry and our aspiration to be the best-run railroad in North America rely on our ability to conduct business in a sustainable way. A strong commitment to environmental stewardship, social responsibility and a solid governance framework are critical to our mission. CSX actively works to innovate its approach and drive efficiencies, while setting challenging goals and pursuing opportunities for continued improvement as part of our commitment to sustainable business practices.

In early 2020, the Company engaged with internal and external stakeholders to evaluate its Environmental, Social and Governance (“ESG”) priorities. Our process included reviewing multiple ESG reporting frameworks and guidelines, such as the United Nations’ Sustainable Development Goals, Global Reporting Initiative, Sustainability Accounting Standards Board and the Task Force on Climate-related Financial Disclosures. We also benchmarked peer companies and conducted a media analysis to identify 26 potentially material topics. We then evaluated topics through surveys of 693 internal and external stakeholders, including employees, union members, customers, suppliers, investors, nonprofit organizations, and others. This exercise led to a prioritization of the issues most material to our business and stakeholders, which were published in the CSX 2019 ESG Report.

Environmental

As the most fuel-efficient mode of freight transportation on land, railroads are uniquely positioned to contribute to a more-sustainable society. CSX’s success in moving more freight with less asset intensity and reducing fuel consumption has created a reliable service product that is allowing customers to move freight from the highway to rail and reduce their overall carbon footprint.

Since the implementation of the scheduled railroading model in 2017, CSX has reduced its locomotive fleet by over 35%, improved utilization of trip optimization technology, and increased the use of distributed power – which have helped the Company reach record fuel efficiency. Looking towards the future, the Company is aggressively setting new environmental goals to guide our strategy through 2030, building on our success in moving more freight with less asset intensity and reducing fuel consumption.

Additional details on our environmental management approach, including our Environmental Policy, can be found in our 2019 ESG Report.

	Energy and Fuel Efficiency In 2019, we partnered with the Science Based Targets initiative (“SBTi”), an organization dedicated to supporting commitments that are consistent with the goal of the Paris Agreement to limit global warming to well-below 2°C above pre-industrial levels. Through this partnership, CSX has made an ambitious new commitment to reduce GHG emissions intensity by 37.3% by 2030, using 2014 as our baseline. CSX is the first railroad in the U.S. to receive validation aligned with SBTi.
	16% Improvement in fuel efficiency since 2014	508 miles Distance CSX moves one ton of freight on a single gallon of fuel

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Social

Our business is fueled by the dedication of our employees and our shared commitment to be the best-run railroad in North America. We believe in service, not only to our customers, but service to each other and service to our communities.

People

Workforce Diversity and Racial Equity

While 2020 provided more than its share of challenges, it shined a bright light on the extensive work that remains with respect to diversity and social justice in the United States. That said, we are extremely proud of the strides that CSX has made toward building a diverse organization that celebrates different backgrounds and experiences. We maintain our focus on working collaboratively with our employees, communities and partners to create a diverse and inclusive workplace.

In addition to our broader diversity efforts, which includes a focus on disability, women in field positions, STEM and being a military friendly organization, the Company developed a racial equity and social justice action plan focused on awareness, education and communication of diverse employee perspectives; taking action to eliminate potential or perceived inequities; providing employee development opportunities; voter education and engaging in social justice partnerships and activities across our communities.

As we work to increase the diversity of our workforce, CSX has built partnerships with organizations such as the Congressional Black Caucus, City Year, CSX Pride in Service organizations, National African-American Women’s Leadership Institute, SOAR (a leadership development program for women and minorities), Disability: In, the Wounded Warrior Project, and Generation W. Through our partnerships, we create stronger inclusion, provide opportunities and resources for our workforce, and enhance our access to exceptional talent.

Talent Strategy

At CSX, we recognize the unique contributions that each person brings to the Company and know that our people are the foundation of our success. Key to that foundation is building and maintaining a strong talent strategy. We are committed to building a culture that empowers employees to deliver value and reach their full potential. To attain our vision to be the best-run railroad in North America, we want every employee to be engaged and inspired as a valued contributor to our collective success. Our talent strategy focuses on four pillars:

CSX TALENT STRATEGY

Right Role, Right Number Every position adds value

Diverse Experiences & Skills Every person adds value

Motivated to Succeed Diversity, inclusion and engagement

Well-compensated Competitive pay and benefits

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Safety

Every employee at CSX is part of the Safety team. We foster a culture of learning and take a network approach to safety, with a goal of together identifying best practices to eliminate risk and sharing those practices across our network. We take a preventive approach, working to proactively reduce risk to our employees or anyone in the vicinity of our rail network. We uphold our safety culture through effective management systems, ongoing training, robust hazard management and emergency preparedness and response mechanisms, and continuous collaboration and communication with employees, customers, suppliers, communities, and industry peers.

To better serve the communities in which we operate, CSX has a multi-year partnership with Operation Lifesaver, an education and awareness organization committed to ending collisions, fatalities and injuries at highway-rail grade crossings and along railroads rights-of-way. In addition to our work with Operation Lifesaver, CSX actively participates in Rail Safety Week, during which CSX conducts awareness activities, including traffic and trespassing enforcement blitzes, school and community presentations, and truck driver outreach.

Communities

Governance

Good governance practices begin with strong leaders who understand the opportunities and challenges across the business and help make decisions that support the Company’s long-term growth and success. In consultation with the Board of Directors, CSX has developed systems, policies and procedures to ensure the Company maintains effective audit, compliance and risk management programs.

Business Ethics 2020 Ethics Data Highlights Management Employees Trained 100% Union Employees Trained 63%			Risk Management and Business Disruption Prevention $1.63B in capital expenditures to maintain and improve our existing infrastructure. Cyber and Information Security Management In 2019, Suzanne M. Vautrinot, a retired U.S. Airforce major general, joined our Board. Ms. Vautrinot, who led the USAF’s Cyber Command and is currently the president of a cybersecurity strategy and technology consulting firm, provides invaluable expertise and guidance in cyber and information security management.			Human Rights In 2020, CSX adopted a formal Human Rights Policy. In January 2020, CSX joined a U.S. Department of Transportation initiative to fight human trafficking through increased education and public awareness. Responsible Sourcing 4,800 suppliers, both domestic and international, create a network of partners that contribute to CSX’s responsible value chain.

To learn more about our commitment to Environment, Social and Governance (ESG) or to view our 2019 ESG Report, visit our ESG site at https://investors.csx.com/esg.

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	Proxy Voting 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 20192020 performance, please review the 20192020 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

●	Review and download easy to read, interactive versions of our Proxy Statement and 2019 Annual Report
● Item 1	Sign up for future electronic delivery to reduce our impact on the environmentElection of Directors

Voting Matters and Board Recommendation

	The Board of Directors unanimously recommends a vote:vote FOR the election of the following Director nominees.

BOARD NOMINEES

Item 1

FOR the election of the 11 director nominees named in this Proxy Statement;

		Item 2Committee Memberships									FOR the ratification of the appointment of Ernst & Young LLP as CSX’s Independent Registered Public Accounting Firm for 2020; and
		Item 3	FOR the approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers as disclosed in these materials.

How to Cast Your Vote by Proxy

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		By mail
Until 11:59 p.m. EDT on May 5, 2020 Scan this QR code 24/7 to vote with your mobile device (may require free software)		Received on or before May 5, 2020 Sign and date your proxy card or voting instruction form and send by mail

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Proxy Summary

BOARD NOMINEES

Name

Director Since

Committee Memberships

Other Public Company Boards

Audit

Compensation

Executive

Finance

Governance

Donna M. Alvarado INDEPENDENTIndependent

2006

●

●

CoreCivic, Inc. Park National Corporation

Thomas P. Bostick Independent

Pamela L. Carter INDEPENDENT2020

2010

●

●

●

Broadridge Financial Solutions,

Perma-Fix Environmental Services, Inc. Enbridge Inc. Hewlett-Packard Enterprise Company

James M. Foote

2017

●

Steven T. Halverson INDEPENDENTIndependent

2006

●

●

●

Paul C. Hilal Independent

2017

●

●

Aramark Corporation

John D. McPherson INDEPENDENT

2008

●

●

David M. Moffett INDEPENDENTIndependent

2015

●

●

●

PayPal Holdings, Inc. Genworth Financial, Inc.

Linda H. Riefler INDEPENDENTIndependent

2017

●

●

MSCI, Inc.

Suzanne M. Vautrinot INDEPENDENTIndependent

2019

●

●

Wells Fargo & Co. Ecolab, Inc. Parsons Corporation

James L. Wainscott Independent

2020

Parker-Hannifin Corp.

J. Steven Whisler INDEPENDENTIndependent

2011

●

●

Brunswick Corporation International Paper Co.

John J. Zillmer INDEPENDENTIndependent (Chairman of the Board)

2017

●

●

●

Ecolab, Inc. Veritiv Corporation1 Aramark Corporation

●    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.

Corporate Governance Highlights
✓Directors elected annually ✓Independent Chairman of the Board ✓All directors elected at the 2019 Annual Meeting attended 75% or more of the Board and Committee meetings in 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 ✓Policy against hedging or pledging of CSX shares by officers and directors									Ecolab, Inc. Aramark Corporation

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Compensation and Talent Management

Executive

Finance

Governance and Sustainability

Chair

Member

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Proxy Voting Summary

Item 2	Ratification of Independent Registered Public Accounting Firm		The Board unanimously recommends that the shareholders vote FORthis proposal.

Item 3	Advisory (Non-Binding) Vote to Approve the Compensation of CSX’s Named Executive Officers		The Board unanimously recommends that the shareholders vote FORthis proposal.

Elements of the Company’s 2020 Executive Compensation Programs

As an organization focused on pay-for-performance, CSX provides competitive total compensation opportunities in line with similar Comparator Group companies. The Compensation and Talent Management Committee reviews the performance and accomplishments of each executive to ensure incentive compensation payouts are consistent with the Company’s overall executive compensation program objectives.

Pay Element		Form		Performance		Objective
Salary		Cash		Based on assessment of scope of responsibilities, individual performance, experience and long-term shareholder value creation		Recruit, engage and retain talented, high-performing leaders
Short-Term Incentives		Cash		The Company’s performance measures for the 2020 annual incentive awards were: ■   Operating Income ■   Operating Ratio ■   Safety Individual performance is also considered for determining the final payout for the executive		Motivate and reward executives and eligible employees for driving performance within a one-year period
Long-Term Incentives		■  Performance Units ■  Non-qualified Stock Options		The performance measures for the performance units granted as part of the 2020-2022 long-term incentive plan are: ■   Operating Income   ■   Free Cash Flow Formulaic linear Relative Total Shareholder Return modifier of +/- 25% with 250% maximum		Motivate and reward executives to drive strategic initiatives that create shareholder value over a three-year period

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Proxy Voting Summary

Alignment with Leading Governance Practices

The Committee has established executive compensation programs that incorporate leading governance principles. Highlighted below are executive compensation practices that drive performance and support strong corporate governance.

CSX Executive Compensation Practices Include:		CSX Executive Compensation Practices Do NOT Include / Allow:
Significant percentage of executive compensation that is performance-based   Performance measures that are highly correlated to shareholder value creation   Engagement of an independent compensation consultant to review compensation programs and provide an annual risk assessment   Significant share ownership requirements for Vice President-level executives and above and non-employee directors   Change of control agreements require a double-trigger (i.e., change of control plus termination) for severance purposes   Clawback policy applicable to all incentive compensation plans   Inclusion of multiple financial measures in short and long-term incentive compensation plans   Use of payout caps on short and long-term incentives		Re-pricing of underwater options without shareholder approval     Excise tax gross ups     Recycling of shares withheld for taxes     Hedging or pledging of CSX common stock

Business Highlights for 20192020

Business Highlights for 2019

In 2019,2020, CSX delivered a Company-record operating ratio of 58.4%58.8%. In addition, CSX returned approximately $4.1$1.7 billion to shareholders in the form of dividends and share repurchases. For more detail on CSX’s performance in 2019,2020, please see the 20192020 Annual Report.

Stock Performance Graph The cumulative five-year shareholder returns on $100 invested at December 31, 2014, The cumulative five-year shareholder returns on $100 invested at December 31, 2015, 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 6       CSX Corporation 2020 Proxy Statement Table of Contents Criteria for Board Membership Overview Eleven directors are to be elected to hold office until the 2021 Annual Meeting and their successors are elected and qualified. Each of the nominees, other than Suzanne M. Vautrinot, was elected to the Board at the Company’s 2019 Annual Meeting of Shareholders. 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 valueaccompanying graph. The Company references the Standard & Poor’s 500 Stock Index (“S&P 500”), which is a registered trademark of diversity. AlthoughThe McGraw-Hill Companies, Inc., and the Board does not haveDow Jones U.S. Transportation Average Index (“DJT”), which provide comparisons to a formal written diversity policy, the Governance Committee has a long-standing commitment to diversitybroad-based market index 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 strategiesother companies 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.transportation industry.

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	ITEM 1: Election of Directors   |   Criteria for Board Membership

Criteria for Board Membership

Overview

Eleven directors are to be elected to hold office until the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”) and their successors are elected and qualified. Each of the nominees, other than Thomas P. Bostick and James L. Wainscott, was elected to the Board at the Company’s 2020 Annual Meeting of Shareholders. 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 and Sustainability 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 and Sustainability 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.

Board Information and Diversity Highlights

The Governance and Sustainability 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.

Key Skills and Experience

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ITEM 1: ELECTION OF DIRECTORS

Key Skills and Experience

In determining the qualifications of a director nominee, the Board and the Governance and Sustainability 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.

					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.

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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. 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.

The Board unanimously recommends a voteFORthe election of the following Director nominees.

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ITEM 1: ELECTION OF DIRECTORS

Board Nominees

The Governance and Sustainability 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, financial markets, human capital and risk management. 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.

Information regarding each director nominee follows. Each nominee has consented to being named in this Proxy Statement and to serve if elected.

Donna M. Alvarado Independent Director Nominee Age71 Director since2006

Biographical Information The Board unanimously recommends a vote FORthe election of the following nominees. Age 72 Director since2006   CSX Committees Audit/Compensation and Talent Management   Other Public Directorships •  CoreCivic, Inc. •  Park National Corporation Donna M. Alvarado INDEPENDENT DIRECTOR NOMINEE 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. Skills and 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 ●CoreCivic, Inc. ●Park National Corporation WWW.CSX.COM       9 Table of Contents ITEM 1: Election of Directors   |   Criteria for Board Membership Pamela L. Carter Independent Director Nominee Age70 Director since2010 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. 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. 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 a director of CSX in December 2017. Mr. Foote joined CSX as Executive 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 Mr. Foote has expertise in railroad operations, including the scheduled 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 ●None 10       CSX Corporation 2020 Proxy Statement Table of Contents ITEM 1: Election of Directors   |   Criteria for Board Membership Steven T. Halverson Independent Director Nominee Age65 Director 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. Skills and 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 ●None Paul C. Hilal Director Nominee / Vice Chairman of the Board Age53 Director since2017 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. Skills and 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. CSX Committees Executive / Finance Other Public Directorships ●Aramark Corporation WWW.CSX.COM       11 Table of Contents ITEM 1: Election of Directors   |   Criteria for Board Membership John D. McPherson Independent Director Nominee Age73 Director since2008 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. 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 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 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. Skills and Qualifications With his many years of experience as a chief executive officer or chief financial officer of public financial services companies, Mr. Moffett is able to provide valuable insight to the Board concerning financial matters. He is also able to leverage his significant public policy experience. CSX Committees Audit (Chair) / Executive / Finance Other Public Directorships ●PayPal Holdings, Inc. ●Genworth Financial, Inc. 12       CSX Corporation 2020 Proxy Statement Table of Contents ITEM 1: Election of Directors   |   Criteria for Board 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. Skills and Qualifications Ms. Riefler draws on her experience at Morgan Stanley to provide the Board perspective on growth strategies, risk management, debt and equity financings, and capital market allocations. CSX Committees Compensation and Talent Management / Governance Other Public Directorships ●MSCI, Inc. Suzanne M. Vautrinot Independent Director Nominee Age60 Director since2019 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. Skills 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. WWW.CSX.COM       13 Table of Contents 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. Skills and 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 ●Brunswick Corporation ●International Paper Co. John J. Zillmer Independent Director Nominee / Chairman of the Board Age64 Director since2017 Biographical Information John J. Zillmer is the Chairman, President and Chief Executive 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 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 ●Ecolab, Inc. ●Veritiv Corporation1 ●Aramark Corporation 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. 14     CSX Corporation 2020 Proxy Statement Table of Contents ITEM 1: Election of Directors | Director Independence 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 NASDAQ Global Select Market (“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 transactions 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 February 2020, after considering NASDAQ listing standards, the Board, upon recommendation from the Governance Committee, determined that the following director nominees are independent under the NASDAQ listing standards: Donna M. Alvarado, Pamela L. Carter, Steven T. Halverson, John D. McPherson, David M. Moffett, 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, thereOfficer 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.   Skills and 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.

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Age 64 Director since2020   CSX Committees Finance/Governance and Sustainability Other Public Directorships •  Perma-Fix Environmental Services, Inc.		Thomas P. Bostick INDEPENDENT DIRECTOR NOMINEE
		Biographical Information Mr. Thomas P. Bostick is a three-year look back beforeretired U.S. Army Lieutenant General and former Chief Operating Officer at Intrexon, a biological engineering company. As Chief of Engineers and Commanding General of the U.S. Army Corps of Engineers, he was responsible for most of the nation’s civil works infrastructure and military construction, leading the world’s largest public engineering organization. Among his previous commands, Mr. Bostick was the Army’s Director of Human Resources and led the U.S. Army Recruiting Command. He was deployed during Operation Iraqi Freedom as second in command of the 1st Cavalry Division and later commanded the Army Corps of Engineers Gulf Region Division.   Mr. Bostick joined Intrexon after retiring from the Army in 2016. He led a restructuring of the company in 2019 that resulted in Intrexon being renamed Precigen at the start of 2020.   Skills and Qualifications Mr. Bostick has extensive leadership experience, engineering expertise and knowledge in the fields of sustainability and human resources.

Age 67 Director since2017   CSX Committees Executive (Chair) Other Public Directorships •  None		James M. Foote MANAGEMENT DIRECTOR NOMINEE / PRESIDENT AND CHIEF EXECUTIVE OFFICER
		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 a director of CSX in December 2017. Mr. Foote joined CSX as Executive 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 with the company’s privatization. He also served as Vice President Sales and Marketing – Merchandise at Canadian National.   Skills and Qualifications Mr. Foote has expertise in railroad operations, including the scheduled railroading operating model, and sales and marketing. He also provides the Board with significant knowledge and understanding of the Company and its business.

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Age 66 Director since2006   CSX Committees Audit/Compensation and Talent Management (Chair)/Executive Other Public Directorships •  None		Steven T. Halverson INDEPENDENT DIRECTOR NOMINEE
		Biographical Information Steven T. Halverson is the former 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.   Skills and 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.

Age 54 Director since2017   CSX Committees Executive/Finance/ Governance and Sustainability Other Public Directorships •  Aramark		Paul C. Hilal INDEPENDENT DIRECTOR NOMINEE / VICE CHAIRMAN OF THE BOARD
		Biographical Information Paul C. Hilal founded and controls Mangle Ridge LP and each of its related entities (“Mantle Ridge”). Prior to founding Mantle Ridge, Mr. Hilal would bewas 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.   Skills and 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.

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Age 69 Director since2015   CSX Committees Audit (Chair)/Executive/Finance Other Public Directorships •  PayPal Holdings, Inc. •  Genworth Financial, Inc.		David M. Moffett INDEPENDENT DIRECTOR NOMINEE
		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 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. Skills and Qualifications With his many years of experience as a chief executive officer or chief financial officer of public financial services companies, Mr. Moffett is able to be considered independent. Althoughprovide valuable insight to the Board did not affirmatively determine Mr. Hilalconcerning financial matters. He is also able to be independent underleverage his significant public policy experience.

Age 60 Director since2017   CSX Committees Compensation and Talent Management/Executive/ Governance and Sustainability (Chair) Other Public Directorships •  MSCI, Inc.		Linda H. Riefler INDEPENDENT DIRECTOR NOMINEE
		Biographical Information Linda H. Riefler served as the NASDAQ listing standards,Chairman of Global Research at Morgan Stanley from 2011 to 2013 and prior to that 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 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.   In addition to serving on the CSX board of directors, Ms. Rielfer currently serves on the board of MSCI, Inc., a global provider of indices and decision report tools, services to global portfolio managers and asset owners across the equity, fixed income, and alternative asset universes. MSCI is also a leader in ESG research. She also serves on the board of North American Partners in Anesthesia, a private equity-owned national health care company. Ms. Riefler also serves as the chair of an educational nonprofit called Pencils of Promise that is committed to literacy in global rural underserved communities. Previously, Ms. Riefler has served on the boards of Stanford Graduate School of Business and Choate Rosemary Hall. Skills and Qualifications Ms. Riefler draws on her experience at Morgan Stanley to provide the Board perspective on growth strategies, risk management, debt and equity financings, and capital market allocations.

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Age 61 Director since2019   CSX Committees Audit/Governance and Sustainability Other Public Directorships •  Ecolab, Inc. •  Parsons Corporation •  Wells Fargo & Co.		Suzanne M. Vautrinot INDEPENDENT DIRECTOR NOMINEE
		Biographical Information Suzanne M. Vautrinot is not awarethe Founder and President of any facts,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. Ms. Vautrinot was formerly a director of Norton Life Lock Inc. (formerly Symantec Corporation) from 2013 to 2019. Skills and Qualifications Ms. Vautrinot provides the Board with expertise in cyber security, risk management, corporate governance and talent management.

Age 63 Director since2020   CSX Committees Compensation and Talent Management/Finance Other Public Directorships •  Parker-Hannifin Corp.		James L. Wainscott INDEPENDENT DIRECTOR NOMINEE
		Biographical Information James L. Wainscott is the former Chairman, President and Chief Executive Officer of AK Steel Holding Corporation, a leading steel production and manufacturing company. He joined AK Steel in 1995 as Vice President and Treasurer and was appointed Chief Financial Officer two years later. In 2003, he was named President, CEO and a member of the board of directors and then Chairman of the Board in 2006. Mr. Wainscott retired as President and CEO of AK Steel in 2015, and as Chairman in 2016. Prior to his time at this time,AK Steel, Mr. Wainscott held a number of leadership positions with National Steel Corporation. Mr. Wainscott also serves as vice chair of the Council of Chief Executives, a group primarily consisting of retired Fortune 500 Company CEOs.   Skills and Qualifications Mr. Wainscott brings a deep knowledge of key industrial markets and proven leadership to the Company’s board of directors.

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Age 66 Director since2011   CSX Committees Audit/Finance (Chair) Other Public Directorships •  Brunswick Corporation •  International Paper Co.		J. Steven Whisler INDEPENDENT DIRECTOR NOMINEE
		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. Skills and 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.

Age 65 Director since2017   CSX Committees Compensation and Talent Management/ Executive/Governance and Sustainability Other Public Directorships •  Ecolab, Inc. •  Aramark		John J. Zillmer INDEPENDENT DIRECTOR NOMINEE / CHAIRMAN OF THE BOARD
		Biographical Information John J. Zillmer is the President and Chief Executive Officer of Aramark, a food service, facilities, and uniform services provider. 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 would preventhas become an affirmative independence determination after June 2020.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, Veritiv Corporation from 2014 to 2020, and Performance Food Group Company from 2015 to 2019.   Skills and QualificationsPrinciples of Corporate Governance 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.

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Director Independence

The Board annually evaluates the independence of each of its directors and, acting through its Governance and Sustainability Committee, the performance of each of its directors. In evaluating the independence of each of its directors, the Board considers the NASDAQ Global Select Market (“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 transactions 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 securities laws.

In February 2021, after considering NASDAQ listing standards, the Board, upon recommendation from the Governance and Sustainability Committee, determined that the following director nominees are independent under the NASDAQ listing standards: Donna M. Alvarado, Thomas P. Bostick, Steven T. Halverson, Paul C. Hilal, David M. Moffett, Linda H. Riefler, Suzanne M. Vautrinot, James L. Wainscott, J. Steven Whisler and John J. Zillmer.

Principles of Corporate Governance

The Board is committed to corporate governance principles and practices that facilitate the fulfillment of its fiduciary duties 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 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 at http://investors.csx.com under the heading “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 at http://www.csx.com. There were no waivers to the Code of Ethics in 2020.

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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 ESG 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 2020, CSX maintained an active shareholder outreach program, including investor conferences, small group meetings, and non-deal roadshows. The Company leveraged the increased use of virtual meetings to expand international outreach, meeting with investors in Europe, Asia and Australia. In 2020, CSX hosted meetings with almost 400 firms, including 167 unique firms, representing $10.4 trillion of equity assets under management.

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. As part of our ESG reporting process, we conduct a materiality assessment to rank those items deemed the most important to various stakeholders, including shareholders, employees, customers, regulators, and other interested parties.

Interested parties 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-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.

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 Enterprise Risk Management (“ERM”) 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:

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

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The objective of the ERM 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 ERM 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

RISK OVERSIGHT PROCESS

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 and Sustainability 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 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.

Board of Director’s Role in Oversight of ESG

The Governance and Sustainability Committee oversees the development and execution of CSX’s ESG strategy and reporting. Additionally, the Audit Committee of the Board has responsibility for risk oversight and evaluation of climate-related issues, including risks associated with energy and environmental policy. On a day-to-day basis, ESG is collaboratively managed by the respective operational departments. Operational leaders are responsible for measuring and monitoring progress against key performance indicators and for reviewing and applying stakeholder feedback and insights.

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 oversight, review and approval or ratification of all transactions with related persons. CSX has not adopted written procedures for reviewing, approving or ratifying Related Person Transactions, but generally follows the procedures described 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).

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.

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