RXO Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$RXO
Transportation Services
Consumer Discretionary
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
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 21, 2025
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Item 5.07 Submission of Matters to a Vote of Security Holders.
RXO, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2025. 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 2, 2025 (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 and Class III directors of the Company for a term expiring at the annual meeting of stockholders in 2026 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:
Class II Directors
Name of Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Christine Breves | 144,711,332 | 363,505 | 57,314 | 7,208,743 | ||||||||||||||||||||||
Troy Cooper | 144,961,176 | 148,210 | 22,765 | 7,208,743 | ||||||||||||||||||||||
Adrian Kingshott | 144,204,007 | 892,020 | 36,124 | 7,208,743 | ||||||||||||||||||||||
Class III Directors
Name of Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
Mary Kissel | 144,641,203 | 455,255 | 35,693 | 7,208,743 | ||||||||||||||||||||||
Michelle Nettles | 144,389,119 | 707,636 | 35,396 | 7,208,743 | ||||||||||||||||||||||
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, 2025 based upon the votes set forth in the table below:
For | Against | Abstain | ||||||||||||
152,184,572 | 124,312 | 32,010 | ||||||||||||
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:
For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
139,565,395 | 5,490,043 | 76,713 | 7,208,743 | |||||||||||||||||
SIGNATURE
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.
Date: May 23, 2025 | RXO, INC. | ||||||||||
| By: | /s/ Jeffrey D. Firestone | ||||||||||
| Jeffrey D. Firestone | |||||||||||
| Chief Legal Officer and Corporate Secretary | |||||||||||