Proxy Blog

CSX Corporation 

April 7, 2020

The annual proxy for this railroad and real estate holding company had the following proposals: 

  • Proforma votes on directors, appointment of auditors, and “say-on-pay” advisory vote 

Magni for proforma proposals: 

  • Directors – The board has a majority of independent directors and some have CEO/CFO experience with other companies. The compensation of directors is disclosed with a meaningful portion in equity where the equity has restrictions to align director incentives with long-term value creation 
  • Auditors – There appear to be no controversies with the financial statements of the company. 
  • Say-on-pay” – The disclosure included information about the shareholder engagement program and the scope of discussions, though the level of activity should be disclosed. The peer group was listed along with high-level criteria for the group. The company was benchmarked against the peer group.