CSX Motion to Dismiss

p. 2

Ignoring the $22 billion dollar increase in CSX's market capitalization since Mr. Harrison publicly expressed interest in joining CSX, Plaintiffs allege that hte Board's decision to hire Mr. Harrison injured CSX. They allege that his compensation and the reimbursement payment made to Mantle Ridge totaling roughly $84 million was "outrageous" in light of Mr. Harrison's untimely death in December 2017. Likewise, Plaintiffs contend that the Board's supposed failure to vet Mr. Harrison's medical condition led to his compensation and the reimbursement being "lost and wasted" because "a vibrant and fully functioning Harrison was necessary for any possible chance of success," even though CSX's market capitalization has continued to grow by the billions in the months after Mr. Harrison's passing.
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