8-K - XPO - Equibles

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13or 15(d) of the Securities Exchange Act of 1934

Date of Report (Dateof earliest event reported): May 19, 2026

XPO,

INC.

(Exact name of registrantas specified in its charter)

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

FiveAmerican Lane**, Greenwich** ,Connecticut

06831

(Address of principal executive offices)

(855

)

976-6951

(Registrant’s telephone number, includingarea code)

N/A

(Former name or former address, if changed since last 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registeredpursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common<br> stock, par value $0.001 per share	XPO	New<br> York Stock Exchange
Indicate<br> by check mark whether the registrant is an emerging growth company as defined in Rule 405<br> of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities<br> Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging<br> growth company ¨
If<br> an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying<br> 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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(a) The 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of XPO, Inc. (the “Company”) was held on May 19, 2026.

(b) At the 2026 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 2026 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 2026; 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
Mario Harik		105,394,515	1,268,198	41,475	4,266,348
Bella Allaire		105,579,915	1,093,228	31,045	4,266,348
J. Wes Frye		105,911,942	761,635	30,611	4,266,348
Michael G. Jesselson		105,326,752	1,335,993	41,443	4,266,348
Allison Landry		106,563,698	109,533	30,957	4,266,348
Irene Moshouris		106,423,904	232,068	48,216	4,266,348
Johnny C. Taylor, Jr.		105,806,915	865,806	31,467	4,266,348
2.	Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026:
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Votes For	110,661,351
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Votes Against	252,095
Abstentions	57,090
Broker Non-Votes	0
3.	Advisory vote to approve executive compensation:
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Votes For	105,514,627
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Votes Against	1,094,492
Abstentions	95,069
Broker Non-Votes	4,266,348

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 19, 2026	XPO, INC.
	By:	/s/ Wendy Cassity
		Wendy Cassity
		Chief Legal Officer and Corporate Secretary