RXOの適時開示・その他

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): June 10, 2024

RXO, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-41514	88-2183384
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


11215 North Community House Road			28277
Charlotte, NC
(Address of principal executive offices)			(Zip Code)

(980) 308-6058

(Registrant’s telephone number, including area code)

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 $0.01 per share

RXO

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.

On June 10, 2024, the Board of Directors of RXO, Inc. (the “Company”) appointed Mr. Troy Cooper as a Class II Director. Mr. Cooper will not serve on any Committee of the Company’s Board of Directors.

Item 7.01. Regulation FD Disclosure.

On June 14, 2024, the Company issued a press release regarding Mr. Cooper’s appointment to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.						Description
99.1						Press Release, dated June 14 , 2024, issued by RXO, Inc.

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 14, 2024	RXO, INC.

	By:	/s/ Jeffrey D. Firestone
		Jeffrey D. Firestone
		Chief Legal Officer and Corporate Secretary

EX-99.1 2 rxopressrelease-tcooper.htm EX-99.1 Document

Exhibit 99.1

RXO Names Troy Cooper to Board of Directors

CHARLOTTE, N.C. — June 14, 2024 — RXO (NYSE: RXO), a leading provider of asset-light transportation solutions, announced the appointment of Troy Cooper to its Board of Directors.

Brad Jacobs, non-executive chairman of RXO said, "Troy's deep understanding of the truck brokerage industry, coupled with his impressive operational and financial expertise, will be tremendous assets to both the RXO board and the company."

Cooper is a transportation industry veteran with more than 11 years of experience in supply chain operations, including brokerage. He joined XPO in September 2011 as the senior vice president of operations and launched the company’s Charlotte, N.C., truck brokerage hub (now part of RXO) in 2012. Later, Cooper was promoted to chief operating officer and then chief executive officer of XPO Logistics Europe. In April 2018, he was named president of XPO’s global operations. During his tenure with the company, Cooper played an integral role in driving XPO’s growth. He retired from XPO in 2022.

Earlier in his career, Cooper served as the vice president and group controller at United Rentals where he played an instrumental role in the integration of more than 200 acquisitions across North America. He also served as the division controller at United Waste Systems. Cooper began his career in public accounting at Arthur Anderson. He graduated from Marietta College with a degree in accounting.

With the addition of Cooper, the RXO board now has nine directors, six of whom are independent.

For more information on RXO, visit www.rxo.com.

About RXO

RXO (NYSE: RXO) is a leading provider of asset-light transportation solutions. RXO offers tech-enabled truck brokerage services together with complementary solutions including managed transportation, freight forwarding and last mile delivery. The company combines massive capacity and cutting-edge technology to move freight efficiently through supply chains across North America. The company is headquartered in Charlotte, N.C. Visit RXO.com for more information and connect with RXO on Facebook, X, LinkedIn, Instagram and YouTube.

Media Contact

Erin Kelly

erin.kelly@rxo.com