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 14, 2020

XPO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

(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:

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

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).

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

(a)          The 2020 annual meeting of stockholders (the “2020 Annual Meeting”) of XPO Logistics, Inc. (the “Company”) was held on May 14, 2020.

(b)          At the 2020 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 2020; (3) approve an amendment to the Company’s incentive compensation plan to increase the number of available shares thereunder by 1,150,000 to a total of 6,550,000; (4) approve the advisory vote on the Company’s executive compensation; (5) reject the stockholder proposal regarding the integration of environmental, social, and governance (“ESG”) metrics into executive compensation; (6) reject the stockholder proposal regarding the requirement that the chairman of the board be an independent director; (7) reject the stockholder proposal regarding ways to strengthen the prevention of workplace sexual harassment and align senior executive compensation incentives; and (8) reject the stockholder proposal regarding the acceleration of executive equity awards in the case of a change in control of the Company.

A summary of Amendment No. 2 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 21, 2020 (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.

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.