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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 15, 2019

XPO LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware 
 
001-32172 
 
03-0450326
 
 
 
 
 
(State or other jurisdiction of
incorporation) 
 
(Commission File Number) 
 
(I.R.S. Employer
Identification No.)

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

(855) 976-6951
(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:
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
 
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 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 2019 annual meeting of stockholders (the “2019 Annual Meeting”) of XPO Logistics, Inc. (the “Company”) was held on May 15, 2019.
(b)
At the 2019 Annual Meeting, the stockholders voted, consistent with the recommendation of the Board of Directors of the Company, 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 2019; (3) approve an amendment to the Company’s incentive compensation plan to increase the number of available shares thereunder by 2,000,000 to a total of 5,400,000, extend the term of the plan and make certain other changes; (4) approve the advisory vote on the Company’s executive compensation; (5) reject the stockholder proposal regarding the requirement that the chairman of the board be an independent director; and (6) reject the stockholder proposal regarding ways to strengthen the prevention of workplace sexual harassment and align senior executive compensation incentives.
 
1.
Election of directors:

 

Votes For

Votes Against

Abstentions
Broker
Non-Votes
 
 
 
 
 
Bradley S. Jacobs
72,360,556
1,036,310
89,080
11,594,575
Gena L. Ashe
73,252,225
120,818
112,903
11,594,575
Marlene M. Colucci
72,721,488
651,840
112,618
11,594,575
AnnaMaria DeSalva
73,138,792
232,878
114,276
11,594,575
Michael G. Jesselson
72,354,528
1,041,221
90,197
11,594,575
Adrian P. Kingshott
72,142,905
1,254,091
88,950
11,594,575
Jason D. Papastavrou
72,354,886
1,015,676
115,384
11,594,575
Oren G. Shaffer
73,239,891
130,700
115,355
11,594,575


2.
Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2019:

Votes For
84,252,588
Votes Against
695,359
Abstentions
132,574
Broker Non-Votes
0

 




3.
Amendment to XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan to increase the number of available shares thereunder by 2,000,000 to a total of 5,400,000, extend the term of the plan and make certain other changes:

Votes For
71,125,477
Votes Against
2,243,717
Abstentions
116,752
Broker Non-Votes
11,594,575

A summary of Amendment No. 1 to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan (the “Amendment”) is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 22, 2019 (the “Proxy Statement”) under “Proposal 3: Approval of an Amendment to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan,” which summary is incorporated herein by reference. A copy of the Amendment is filed as Exhibit 10.1 hereto and incorporated herein by reference.

4.
Advisory vote on executive compensation:

Votes For
49,197,011
Votes Against
24,166,393
Abstentions
122,542
Broker Non-Votes
11,594,575


5.
Stockholder proposal regarding the requirement that the chairman of the board be an independent director:

Votes For
13,362,051
Votes Against
57,561,033
Abstentions
2,562,862
Broker Non-Votes
11,594,575

6.
Stockholder proposal regarding ways to strengthen the prevention of workplace sexual harassment and align senior executive compensation incentives:

Votes For
13,145,596
Votes Against
59,906,343
Abstentions
434,007
Broker Non-Votes
11,594,575






Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits.
 
 
 
Exhibit Number
 
Description

10.1






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 17, 2019
XPO LOGISTICS, INC.
 
 
By:
/s/ Karlis P. Kirsis
 
 
 
Karlis P. Kirsis,
 
 
 
Senior Vice President, Corporate Counsel