XPO Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The 2025 annual meeting of stockholders (the “2025 Annual Meeting”) of XPO, Inc. (the “Company”) was held on May 15, 2025.
(b) At the 2025 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 2025 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 2025; and (3) approve the advisory vote 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 | 102,267,223 | 4,309,879 | 36,525 | 5,530,118 | ||||||||||||
| Bella Allaire | 97,063,173 | 9,501,393 | 49,061 | 5,530,118 | ||||||||||||
| J. Wes Frye | 105,949,904 | 617,548 | 46,175 | 5,530,118 | ||||||||||||
| Mario Harik | 106,240,200 | 333,302 | 40,125 | 5,530,118 | ||||||||||||
| Michael G. Jesselson | 105,353,488 | 1,221,089 | 39,050 | 5,530,118 | ||||||||||||
| Allison Landry | 106,369,798 | 207,626 | 36,203 | 5,530,118 | ||||||||||||
| Irene Moshouris | 105,899,222 | 649,473 | 64,932 | 5,530,118 | ||||||||||||
| Johnny C. Taylor, Jr. | 106,196,031 | 379,357 | 38,239 | 5,530,118 | ||||||||||||
| 2. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2025: |
| Votes For | 111,432,580 | |||
| Votes Against | 663,433 | |||
| Abstentions | 47,732 | |||
| Broker Non-Votes | 0 |
| 3. | Advisory vote to approve executive compensation: |
| Votes For | 105,328,923 | |||
| Votes Against | 1,182,758 | |||
| Abstentions | 101,946 | |||
| Broker Non-Votes | 5,530,118 |
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 16, 2025 | XPO, INC. | |
| By: | /s/ Wendy Cassity | |
| Wendy Cassity | ||
| Chief Legal Officer and Corporate Secretary | ||