8-K - XPO - Equibles

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, 2022 (May 18, 2022)

XPO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32172	03-0450326
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Five American Lane,Greenwich, Connecticut 06831 (Address of principal executive offices)

(855) 976-6951

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed sincelast report)

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:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which<br><br> <br>registered
Common stock, par value $0.001 per share	XPO	New York Stock Exchange
Indicate by<br> check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933<br> (§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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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 5.02.	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
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The information set forth under Item 5.07 is incorporated herein by reference.

Item 5.07.	Submission of Matters to a Vote of Security Holders.

(a) The 2022 annual meeting of stockholders (the “2022 Annual Meeting”) of XPO Logistics, Inc. (the “Company”) was held on May 18, 2022.

(b) At the 2022 Annual Meeting, the stockholders 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 2022; (3) approve an amendment to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan; (4) approve the advisory vote on the Company’s executive compensation; (5) reject the stockholder proposal regarding additional disclosure of the company’s political activities; (6) reject the stockholder proposal regarding stockholder approval of senior managers’ severance or termination packages; and (7) reject the stockholder proposal regarding an audit analyzing the Company’s policies and practices on the civil rights of its stakeholders.

1.	Election of directors:
Nominee	**<br><br>Votes For**		**<br><br>Votes Against**		**<br><br>Abstentions**		Broker<br> <br>Non-Votes
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Brad Jacobs		89,700,922		8,367,878		148,756		8,199,860
Jason Aiken		96,548,904		1,617,143		51,509		8,199,860
AnnaMaria DeSalva		84,097,933		14,070,291		49,332		8,199,860
Michael Jesselson		72,384,454		25,780,874		52,228		8,199,860
Adrian Kingshott		84,221,134		13,944,420		52,002		8,199,860
Mary Kissel		97,659,089		507,662		50,805		8,199,860
Allison Landry		97,661,802		505,041		50,713		8,199,860
Johnny C. Taylor, Jr.		97,333,887		832,171		51,498		8,199,860
2.	Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2022:
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Votes For	105,624,214
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Votes Against	708,609
Abstentions	84,593
Broker Non-Votes	0
3.	Approval of an amendment to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan to increase the number of available<br>shares thereunder:
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Votes For	95,024,643
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Votes Against	3,046,212
Abstentions	146,701
Broker Non-Votes	8,199,860

A summary of Amendment No. 3 to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan (the “Amendment”) is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 18, 2022 (the “Proxy Statement”) under “Proposal 3: Approval of an Amendment to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan to Increase the Number of Available Shares Thereunder” which summary is incorporated herein by reference. A copy of the Amendment is filed as Exhibit 10.1 hereto and incorporated herein by reference.

4.	Advisory vote to approve executive compensation:
Votes For	67,307,632
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Votes Against	30,754,291
Abstentions	155,633
Broker Non-Votes	8,199,860
5.	Stockholder proposal regarding additional disclosure of the Company’s political activities:
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Votes For	40,010,998
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Votes Against	54,708,246
Abstentions	3,498,312
Broker Non-Votes	8,199,860
6.	Stockholder proposal regarding stockholder approval of senior managers’ severance or termination packages:
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Votes For	40,508,525
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Votes Against	57,562,617
Abstentions	146,414
Broker Non-Votes	8,199,860
7.	Stockholder proposal regarding an audit analyzing the Company’s policies and practices on the civil rights of its stakeholders:
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Votes For	39,245,154
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Votes Against	58,282,573
Abstentions	689,829
Broker Non-Votes	8,199,860
Item 9.01.	Financial Statements and Exhibits.
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ExhibitNumber	Description
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10.1	Amendment<br> No. 3 to the 2016 Omnibus Incentive Compensation (incorporated herein by reference to Annex B to the registrant’s definitive<br> proxy statement on Schedule 14A filed with the SEC on April 18, 2022).
104.1	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.

Date: May 20, 2022	XPO LOGISTICS, INC.
	By:	/s/ Christopher J. Signorello
		Christopher J. Signorello
		Chief Compliance Officer and Deputy General Counsel