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 20, 2024
RXO, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-41514
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88-2183384
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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11215 North Community House Road
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28277
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Charlotte, NC
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(Address of principal executive offices)
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(Zip Code)
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(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
symbol(s)
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Name of each exchange on which
registered
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Common stock, par value $0.01 per share
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RXO
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New York Stock Exchange
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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 5.07 |
Submission of Matters to a Vote of Security Holders.
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RXO, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) on May 20, 2024. The following matters, which are
described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 9, 2024 (the “Proxy Statement”), were voted upon by the Company’s stockholders at the Annual Meeting. The final voting
results are below:
Proposal 1 – Election of Directors.
Each of the following individuals were elected by the stockholders to serve as Class II directors of the Company for a term expiring at the annual meeting of stockholders in 2025 and until their respective successors have been elected and qualified or
until their death, resignation or removal, based upon the votes set forth in the table below:
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Name of Nominee
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For
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Against
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Abstain
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Broker
Non-Votes
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Christine Breves
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100,047,020
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1,377,711
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21,423
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7,227,742
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Adrian Kingshott
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98,075,875
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3,350,548
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19,731
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7,227,742
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Proposal 2 – Ratification of the Appointment of Independent
Registered Public Accounting Firm.
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting
firm for its fiscal year ending December 31, 2024 based upon the votes set forth in the table below:
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For
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Against
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Abstain
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108,458,898
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68,278
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146,720
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Proposal 3 – Advisory Vote to Approve Executive Compensation.
The Company’s stockholders approved a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers, as set
forth in the Proxy Statement, based upon the votes set forth in the table below:
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For
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Against
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Abstain
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Broker Non-Votes
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92,917,681
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8,336,632
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191,841
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7,227,742
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| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit
No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
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.
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RXO, INC.
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By:
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Jeffrey D. Firestone
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Chief Legal Officer and Corporate Secretary
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Date: May 20, 2024
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