Davis Polk is advising CSX Corporation in connection with an agreement with Mantle Ridge LP to reconstitute CSX’s board of directors. Under the terms of the agreement, CSX has appointed five new directors to its board of directors, mutually agreed upon by CSX and Mantle Ridge, and E. Hunter Harrison has been named chief executive officer, effective immediately. In addition, Davis Polk is advising CSX in connection with an advisory vote at CSX’s annual meeting of shareholders to approve the payment of $84 million of the amount of compensation and benefits forfeited by Mr. Harrison as a result of his separation from Canadian Pacific Railway Limited and the assumption of a related tax indemnity.

CSX, based in Jacksonville, Florida, is a premier transportation company that provides rail, intermodal and rail-to-truck trans-load services and solutions to customers across a broad array of markets, including energy, industrial, construction, agricultural and consumer products.

The Davis Polk corporate team includes partners George R. Bason Jr. and Marc O. Williams and associates Laura C. Turano, Cheryl Chan, Thomas D. Malinowsky and Kimberly F. Wachtler. Partner Edmond T. FitzGerald and counsel David Mollo-Christensen are providing executive compensation advice. All members of the Davis Polk team are based in the New York office.

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