GXO Logistics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$GXO
Transportation Services
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 21, 2024
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(Exact name of registrant as specified in its charter)
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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).
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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 GXO Logistics, Inc. (the “Company”) was held on May 21, 2024.
(b) At the 2024 Annual Meeting, the stockholders voted to (1) elect three (3) members of our Board of Directors as Class III directors for a term to expire at the 2025 annual meeting of stockholders; (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 of our named executive officers; and (4) approve the amendment to the Company’s amended and restated certification of incorporation to adopt provisions allowing officer exculpation under Delaware law. A copy of the Amendment to the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report and incorporated herein by reference.
1.Election of Directors:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Brad Jacobs | 90,871,371 | 9,803,818 | 71,596 | 8,439,446 | ||||||||||||||||||||||
| Marlene Colucci | 93,583,791 | 7,124,134 | 38,860 | 8,439,446 | ||||||||||||||||||||||
| Oren Shaffer | 99,287,472 | 1,421,014 | 38,299 | 8,439,446 | ||||||||||||||||||||||
2.Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2024:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 108,940,686 | 180,046 | 65,499 | — | |||||||||||||||||
3.Advisory Vote to Approve Executive Compensation:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 90,567,227 | 10,065,553 | 114,005 | 8,439,446 | |||||||||||||||||
4.Charter Amendment to the Amended and Restated Certification of Incorporation to adopt provisions allowing officer exculpation under Delaware law:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 86,185,604 | 14,456,802 | 104,379 | 8,439,446 | |||||||||||||||||
| Item 9.01 | Financial Statements and Exhibits | ||||
| (d) The following exhibits are being filed herewith: | |||||
| Exhibit Number | Description | |||||||
| 104 | 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.
| Dated: May 23, 2024 | GXO LOGISTICS, INC. | |||||||
By: | /s/ Karlis P. Kirsis | |||||||
Name: | Karlis P. Kirsis | |||||||
Title: | Chief Legal Officer | |||||||