UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The 2024 annual meeting of stockholders (the “2024 Annual Meeting”) of XPO, Inc. (the “Company”) was held on May 16, 2024.
(b) At the 2024 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 2024 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 2024; (3) approve the advisory vote on the Company’s executive compensation; and (4) approve one year as the frequency of future advisory votes 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 | ||||||||||||
| Brad Jacobs | 100,370,533 | 2,739,854 | 46,250 | 6,342,704 | ||||||||||||
| Jason Aiken | 102,948,872 | 156,053 | 51,712 | 6,342,704 | ||||||||||||
| Bella Allaire | 102,153,179 | 950,642 | 52,816 | 6,342,704 | ||||||||||||
| J. Wes Frye | 102,852,530 | 254,306 | 49,801 | 6,342,704 | ||||||||||||
| Mario Harik | 102,950,132 | 157,900 | 48,605 | 6,342,704 | ||||||||||||
| Michael Jesselson | 102,203,817 | 899,843 | 52,977 | 6,342,704 | ||||||||||||
| Allison Landry | 101,861,552 | 1,244,385 | 50,700 | 6,342,704 | ||||||||||||
| Irene Moshouris | 102,052,429 | 1,053,376 | 50,832 | 6,342,704 | ||||||||||||
| Johnny C. Taylor, Jr. | 102,569,499 | 536,064 | 51,074 | 6,342,704 | ||||||||||||
| 2. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2024: |
| Votes For | 109,006,625 | |||
| Votes Against | 405,225 | |||
| Abstentions | 87,491 | |||
| Broker Non-Votes | 0 |
| 3. | Advisory vote to approve executive compensation: |
| Votes For | 100,287,232 | |||
| Votes Against | 2,755,246 | |||
| Abstentions | 114,159 | |||
| Broker Non-Votes | 6,342,704 |
| 4. | Advisory vote on the frequency of future advisory votes to approve executive compensation: |
| 1 Year | 101,335,792 | |||
| 2 Years | 31,448 | |||
| 3 Years | 1,725,650 | |||
| Abstentions | 63,747 |
(d) In light of the foregoing vote on Proposal 4, and consistent with a majority of the votes cast with respect to this matter, our Board of Directors has determined to continue to hold an annual advisory vote on the compensation of our named executive officers until the next required vote on the frequency of future advisory votes on executive compensation.
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, 2024 | XPO, INC. | |
| By: | /s/ Wendy Cassity | |
| Wendy Cassity | ||
| Chief Legal Officer and Corporate Secretary | ||