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First publish date: 2004-05-06

CSX Shareholders Consider Poison Pill Provision

CSX Corporation shareholders approved two non-binding proposals -- one regarding the adoption of so-called poison pill provisions and one regarding severance packages for top management -- during Wednesday's annual meeting at the Times-Union Center for the Performing Arts.

Voters viewed favorably a proposal to require the company's directors to submit to a shareholder vote action regarding poison pills. The term describes provisions that give shareholders a chance to buy additional shares at a reduced price in the event that someone acquires more than a certain percentage of the company's shares without board approval. CSX had a poison pill provision but did away with it.

Those who favor poison pills see them as useful in preventing hostile takeovers. In its recommendation against the proposal, the board said such provisions "give anyone seeking to acquire control of CSX a strong incentive to deal with the board so that the board can insist that the price paid to the CSX shareholders is fair and adequate." The board said it needs the flexibility to adopt a provision in the future if needed.

Others say poison pills can stifle a company by shielding poor management from shareholders who could sell the company out from under it.

The other successful proposal recommends that severance agreements with senior executives that exceed 2.99 times the sum of the base salary plus benefits should be put to a shareholder vote.

The CSX board said such a policy would limit the company's competitiveness in recruiting and retaining quality leaders.

CSX spokesman Adam Hollingsworth said there is no timeframe for when the company's directors might consider the shareholder proposals. He said the board meets regularly.


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