01—Abstract
Summary
Summary of the 8-K filed May 17, 2024. Cited figures are marked; the original filing is the authoritative source.
XPO, Inc. filed this Form 8-K to report the results of its 2024 annual meeting of stockholders, held on May 16, 2024.
Stockholders elected all nine director nominees, including Brad Jacobs, Jason Aiken, Bella Allaire, J. Wes Frye, Mario Harik, Michael Jesselson, Allison Landry, Irene Moshouris, and Johnny C. Taylor, Jr., with each nominee receiving substantially more votes for than against.
Stockholders also ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2024, with 109,006,625 votes for, 405,225 against, and 87,491 abstentions. On executive compensation, stockholders approved the advisory say-on-pay proposal with 100,287,232 votes for and 2,755,246 against, with 114,159 abstentions and 6,342,704 broker non-votes. On the frequency of future advisory votes, a clear majority favored an annual vote, with 101,335,792 votes for one year, compared with 31,448 for two years, 1,725,650 for three years, and 63,747 abstentions.
Consistent with that result, the Board of Directors determined to continue holding an annual advisory vote on named executive officer compensation until the next required frequency vote. For investors, the filing reflects routine annual meeting outcomes with no reported changes to governance, auditors, or compensation structure beyond the continuation of annual say-on-pay votes. The filing references a definitive proxy statement on Schedule 14A for the full description of the proposals.
02—Key points
Key Highlights
- Annual meeting held May 16, 2024; all nine director nominees were elected.
- Brad Jacobs received 100,370,533 votes for and 2,739,854 against; other nominees received between 102,153,179 and 102,950,132 votes for.
- KPMG LLP ratified as independent registered public accounting firm for fiscal year 2024 with 109,006,625 votes for and 405,225 against.
- Say-on-pay advisory vote approved with 100,287,232 votes for and 2,755,246 against.
- Stockholders favored an annual advisory vote on executive compensation, with 101,335,792 votes for one year versus 1,725,650 for three years.
- Board determined to continue annual say-on-pay votes until the next required frequency vote.
- 6,342,704 broker non-votes were recorded on the director elections and say-on-pay proposal.
03—Questions
Frequently Asked Questions
When and where was XPO's 2024 annual meeting held?
The 2024 annual meeting of stockholders was held on May 16, 2024. The filing does not state a location.
Who was elected to XPO's board of directors?
Stockholders elected nine nominees: Brad Jacobs, Jason Aiken, Bella Allaire, J. Wes Frye, Mario Harik, Michael Jesselson, Allison Landry, Irene Moshouris, and Johnny C. Taylor, Jr.
Did stockholders approve XPO's executive compensation?
Yes. The advisory say-on-pay vote passed with 100,287,232 votes for and 2,755,246 votes against, with 114,159 abstentions and 6,342,704 broker non-votes.
How often will XPO hold advisory votes on executive compensation?
Stockholders voted for one year as the preferred frequency, with 101,335,792 votes, and the Board determined to continue annual advisory votes until the next required frequency vote.
Who is XPO's independent auditor for fiscal 2024?
Stockholders ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2024, with 109,006,625 votes for, 405,225 against, and 87,491 abstentions.
04—Continue