01—Abstract
Summary
Summary of the 8-K filed May 16, 2025. Cited figures are marked; the original filing is the authoritative source.
XPO, Inc. reported in a Form 8-K dated May 16, 2025 that stockholders voted on three proposals at its 2025 annual meeting, held May 15, 2025.
Stockholders elected all eight director nominees, ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2025, and approved, on an advisory basis, the company's executive compensation. The proposals are described in the company's definitive proxy statement on Schedule 14A. All eight nominees received more votes for than against.
Brad Jacobs, Bella Allaire, J. Wes Frye, Mario Harik, Michael G. Jesselson, Allison Landry, Irene Moshouris, and Johnny C.
Taylor, Jr. were each elected. Bella Allaire drew the most opposition, with 9,501,393 votes against and 97,063,173 votes for. Brad Jacobs had 4,309,879 votes against.
Votes against the other nominees ranged from 207,626 to 1,221,089. KPMG LLP's ratification received 111,432,580 votes for, 663,433 against, and 47,732 abstentions.
The advisory say-on-pay vote received 105,328,923 votes for, 1,182,758 against, 101,946 abstentions, and 5,530,118 broker non-votes. The filing reports these results only and does not describe any further corporate actions.
02—Key points
Key Highlights
- Stockholders elected all eight director nominees at the May 15, 2025 annual meeting, including Brad Jacobs, Bella Allaire, J. Wes Frye, Mario Harik, Michael G. Jesselson, Allison Landry, Irene Moshouris, and Johnny C. Taylor, Jr.
- Bella Allaire received the most opposition among nominees, with 9,501,393 votes against compared with 97,063,173 votes for.
- Brad Jacobs received 102,267,223 votes for and 4,309,879 votes against.
- Stockholders ratified KPMG LLP as the independent registered public accounting firm for fiscal year 2025, with 111,432,580 votes for and 663,433 votes against.
- The advisory vote on executive compensation passed with 105,328,923 votes for and 1,182,758 votes against, with 101,946 abstentions.
- Broker non-votes were 5,530,118 on the director elections and the say-on-pay proposal, and 0 on the KPMG ratification.
- The filing was signed by Wendy Cassity, Chief Legal Officer and Corporate Secretary, on May 16, 2025.
03—Questions
Frequently Asked Questions
Who was elected to XPO's board at the 2025 annual meeting?
Stockholders elected Brad Jacobs, Bella Allaire, J. Wes Frye, Mario Harik, Michael G. Jesselson, Allison Landry, Irene Moshouris, and Johnny C. Taylor, Jr. as directors. Each nominee received more votes for than against.
Did stockholders approve the company's independent auditor?
Yes. Stockholders ratified the appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2025, with 111,432,580 votes for, 663,433 against, and 47,732 abstentions.
How did stockholders vote on executive compensation?
Stockholders approved the company's executive compensation in an advisory vote, with 105,328,923 votes for, 1,182,758 against, 101,946 abstentions, and 5,530,118 broker non-votes.
Which director nominee faced the most opposition?
Bella Allaire received 9,501,393 votes against and 49,061 abstentions, compared with 97,063,173 votes for. Brad Jacobs had 4,309,879 votes against and 36,525 abstentions.
04—Continue