New York (HedgeCo.Net) – Hedge fund TCI has won two more seats on the board of railroad operator CSX, in what looks to be the finale of a year-long proxy battle. 

A U.S. Court of Appeals judge ruled yesterday in New York upheld an earlier ruling that the court did not have the power to stop both TCI and fellow hedge fund investor 3G Capital Partners from voting shares at CSX’s annual meeting.  The ruling came despite the fact that the funds had supposedly violated certain disclosure agreements through their accumulation of equity swaps.

The June 25 shareholders meeting in Jacksonville, Florida was anything but decisive, with the head of CSX Michael Ward telling reporters that the vote was too close to call.  While CSX did concede two of the seats to 3G Managing Director Alexandre Behing and Gilbert Lamphere, former head of Canadian National Railway Co., the hedge funds claimed that they had in fact won four of the 12 seats. 

"It is time for the entire duly elected Board, including Chris Hohn and Tim O’Toole, to get to work and make progress on the shareholder mandate they received in June,”  the hedge funds said in a statement after yesterday’s ruling.

The four new board members will be seated when the company’s annual meetings reconvene on September 24^th.

 
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West Palm Beach (HedgeCo.Net) – Rail company CSX Corporation issued its final report, showing that four of hedge fund TCI Group’s nominees (Children’s Investment Fund Management) received a larger number of votes than four of CSX’s nominees.

"We are delighted that the certified results confirm that Alex Behring, Chris
Hohn, Gil Lamphere and Tim O’Toole have all been elected to the CSX Board." The Children’s Investment Fund Management and 3G Capital Partners, said, "They bring valuable railroad and management experience to the CSX Board and look forward to working constructively with their fellow directors for the benefit of all CSX stakeholders. We thank our fellow shareholders for their patience during this lengthy process and expect all newly elected board members to be seated without further delay."

The TCI/3G proposal to repeal any recent by-law amendments, including the recent by-law limiting the right of shareholders to call a special meeting, was also approved.

CSX is appealing before the Second Circuit Court of Appeals.

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New York (HedgeCo.Net) – CSX looks to be cutting some slack to the two rebel hedge funds that have been on a quest to restructure their board of directors. 

The railroad company said that it will give two seats to members of the slate first proposed by TGI and 3G Capital Partners and elected during the proxy battle last month.   

The seats will go to 3G Managing Director Alexandre Behing and Gilbert Lamphere, former head of Canadian National Railway Co.  

However, the hedge funds are claiming they won another two seats on the board.  CSX fails to recognize this victory, claiming the election was too close to call.

CSX is planning on reviewing the voting process as early as next week for both TCI head Christopher Hohn and Managing Director of the London Underground Timothy O’Toole.  However, the process could take several months.

“We believe the certification process will confirm that shareholders have elected four of our nominees to the CSX board. This latest tactic should be seen for what it is—a cynical attempt to thwart the expressed will of CSX shareholders,” stated the hedge funds.

The much anticipated annual shareholder’s meeting was held at the company’s headquarters in Jacksonville, Florida on June 25^th where the board of directors was set to be nominated.  Reporters were disappointed when CSX head Michael Ward abruptly ended the meeting and told the public that results were not readily available.

Julie Scuderi
Senior Editor for HedgeCo.Net
Email: julie@hedgeco.net

HedgeCo.Net is a premier hedge fund database and community for qualified and accredited investors only. Membership on www.hedgeco.net is FREE and EASY. We also offer FREE LISTINGS for Hedge Funds!
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