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 19, 2026

 

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 5.07.

Submission of Matters to a Vote of Security Holders.

 

(a)       The 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of XPO, Inc. (the “Company”) was held on May 19, 2026.

 

(b)       At the 2026 Annual Meeting, the stockholders considered each of the proposals presented in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) for the 2026 Annual Meeting and 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 2026; and (3) approve the advisory vote on the Company’s executive compensation. The proposals are further described in the Proxy Statement.

 

1.         Election of directors:

 

Nominee		Votes For				Votes Against				Abstentions				Broker Non-Votes
Mario Harik			105,394,515				1,268,198				41,475				4,266,348
Bella Allaire			105,579,915				1,093,228				31,045				4,266,348
J. Wes Frye			105,911,942				761,635				30,611				4,266,348
Michael G. Jesselson			105,326,752				1,335,993				41,443				4,266,348
Allison Landry			106,563,698				109,533				30,957				4,266,348
Irene Moshouris			106,423,904				232,068				48,216				4,266,348
Johnny C. Taylor, Jr.			105,806,915				865,806				31,467				4,266,348

 

2.

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026:

 

Votes For			110,661,351
Votes Against			252,095
Abstentions			57,090
Broker Non-Votes			0

 

3.

Advisory vote to approve executive compensation:

 

Votes For			105,514,627
Votes Against			1,094,492
Abstentions			95,069
Broker Non-Votes			4,266,348

 

  

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, 2026	XPO, INC.
	By:	/s/ Wendy Cassity
		Wendy Cassity
		Chief Legal Officer and Corporate Secretary