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CSX Stakeholders Warn of Proxy Fight

A proxy fight is looming at rail company CSX, where stakeholders The Childrens Investment Fund and 3G Capital Partners have joined to place five members on the CSX board.

Children's Investment sent a letter to CSX on Oct. 16 outlining a plan to change the company's operations, which CSX is likely to resist. TCI and 3G own 8.3 percent of CSX outright.

The plan calls for significant operational improvement at CSX, which has failed to keep up with its peers in a variety of areas, according to Children's Fund founder Chris Hohn.

Hohn wants a split between the jobs of chairman and CEO, changing management compensation to align with shareholders' interest, and an acknowledgement from the board that CSX lags its competitors in key operations metrics.

CSX shares edged downward in heavier-than-normal trading Wednesday.

On Nov. 16, CSX responded to the Children's Fund challenge by pointing to the increase in the company's stock price and its improvement in its operating ratio. It also derided TCF for what it called an ever-changing list of demands, which at one point included the pursuit of a limited buyout or large recap.

TCF has backed off on those demands.