Thursday, September 29, 2011 1:12:53 PM
•Will my shares be voted if I do not provide instructions to my broker?
If you are the beneficial owner of shares held in “street name” by a broker, the broker, as the record holder of the shares, is required to vote those shares in accordance with your instructions. If you do not give instructions to the broker, the broker 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 Registered Public Accounting Firm for 2011 is considered a discretionary item for which a broker will have discretionary voting power if you do not give instructions with respect to this proposal. As a result of amendments to the New York Stock Exchange (“NYSE”) rules, the proposals to: (i) elect directors; (ii) consider an advisory vote on executive compensation; and (iii) consider an advisory vote on the frequency of the executive compensation vote are all non-routine matters for which a broker will not have discretionary voting power and for which specific instructions from beneficial owners are required.
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•What happens if I return my proxy card but do not give voting instructions?
If you sign and return your proxy card but do not give voting instructions, the shares represented by that proxy will be voted as recommended by the Board.
Info is from http://investors.csx.com/phoenix.zhtml?c=92932&p=irol-abouttheannualmeeting#39881
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