RXO, Inc 8-K, filed May 24, 2023
RXO, Inc. (RXO)
8-K
2023-05-24
For: 2023-05-23
View Original
Added on
April 11, 2026
About this 8-K
RXO, Inc filed this 8-K on May 24, 2023, reporting on events of May 23, 2023.
Items reported
- Item 5.07: Shareholder vote results
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 23, 2023
(Exact name of registrant as specified in its charter)
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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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(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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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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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. held its 2023 Annual Meeting of Stockholders on May 23, 2023. 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 6, 2023, 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 I directors of the Company for a term to expire at the annual meeting of stockholders in 2026 or until their respective successors have been duly elected and qualified, 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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Drew Wilkerson
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102,576,115
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424,581
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31,480 |
7,887,089
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Stephen Renna
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101,966,657
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1,032,993
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32,526 |
7,887,089
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Thomas Szlosek
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101,980,994
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1,018,485
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32,697 |
7,887,089
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Proposal 2 – Ratification of the Appointment of Independent
Registered Public Accounting Firm.
The Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for its fiscal year ending December
31, 2023, 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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110,781,188
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87,276
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50,801
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Proposal 3 – Advisory Vote to Approve Executive Compensation.
The Company’s stockholders approved an advisory resolution approving the executive compensation of the Company’s named executive officers, as disclosed 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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96,624,317
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6,334,004
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73,855
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7,887,089
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Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes
to Approve Executive Compensation.
The Company’s stockholders approved an advisory resolution approving the frequency of future advisory votes to approve executive compensation, based upon the votes set forth
in the table below.
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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100,208,615
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156,040
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2,525,859
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141,662
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7,887,089
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In light of the voting results as disclosed above, the Company intends to hold future advisory votes to approve executive compensation on an annual
basis, until the next required vote on the frequency of stockholder votes on such matters.
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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/s/ Jeffrey D. Firestone
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Name:
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Jeffrey D. Firestone
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Title:
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Chief Legal Officer and Corporate Secretary
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| Date: May 24, 2023 | ||