UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 17, 2023

 

XPO, INC.

(Exact name of registrant as specified in its charter) 

 

Delaware		001-32172		03-0450326
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Five American Lane, Greenwich, Connecticut 06831
(Address of principal executive offices)

 

(855) 976-6951

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		XPO		New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information set forth under Item 5.07 is incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

(a)       The 2023 annual meeting of stockholders (the “2023 Annual Meeting”) of XPO, Inc. (the “Company”) was held on May 17, 2023.

 

(b)       At the 2023 Annual Meeting, the stockholders voted to (1) elect each of the Company’s nominees for director; (2) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023; and (3) reject the advisory vote on the Company’s executive compensation.

 

1. Election of directors:

 

Nominee		Votes For				Votes Against				Abstentions				Broker Non-Votes
Brad Jacobs			92,799,679				4,755,320				50,089				9,114,824
Jason Aiken			97,215,559				328,346				61,183				9,114,824
Bella Allaire			97,335,100				213,640				56,348				9,114,824
Wes Frye			97,363,185				181,439				60,464				9,114,824
Mario Harik			97,239,047				308,605				57,436				9,114,824
Michael Jesselson			96,620,846				925,576				58,666				9,114,824
Allison Landry			91,436,074				6,112,398				56,616				9,114,824
Irene Moshouris			94,457,868				3,091,398				55,822				9,114,824
Johnny C. Taylor, Jr.			89,975,628				7,567,122				62,338				9,114,824

 

2.	Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2023:

 

Votes For			106,298,019
Votes Against			355,358
Abstentions			66,535
Broker Non-Votes			0

 

3. Advisory vote on executive compensation:

 

Votes For			47,745,653
Votes Against			49,764,974
Abstentions			94,461
Broker Non-Votes			9,114,824

 

Item 9.01.

Financial Statements and Exhibits.

 

Exhibit Number	Description
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  May 19, 2023	XPO, INC.
	By:	/s/ Wendy Cassity
		Wendy Cassity
		Chief Legal Officer and Corporate Secretary