UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name
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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 | ||