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XPO 8-K Report, Shareholder Vote Results (May 19, 2026)

Reports
Shareholder Matters
Filing Date
Filed May 19, 2026
Period End
May 19, 2026
Security
XPO
In the record · 2016–202610-K1110-Q338-K243

XPO filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 243 current reports (8-K) between 2016 and 2026.

  1. Leadership change8-K · Jun ’19Jun ’19
  2. Deal closed8-K · Aug ’21Aug ’21
  3. Leadership change8-K · Mar ’23Mar ’23
  4. Material agreement8-K · Feb ’25Feb ’25

01—Abstract

Summary

Summary of the 8-K filed May 19, 2026. Cited figures are marked; the original filing is the authoritative source.

XPO, Inc. held its 2026 annual meeting of stockholders on May 19, 2026.

Stockholders elected all seven of the company's director nominees: Mario Harik, Bella Allaire, J. Wes Frye, Michael G. Jesselson, Allison Landry, Irene Moshouris, and Johnny C.

Taylor, Jr. Each nominee received more votes for than against, with Allison Landry recording the most votes for (106,563,698) and the fewest against (109,533) and Michael G. Jesselson recording the most votes against (1,335,993). Stockholders also ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2026, with 110,661,351 votes for, 252,095 against, and 57,090 abstentions.

In a non-binding advisory vote, stockholders approved the company's executive compensation, with 105,514,627 votes for, 1,094,492 against, and 95,069 abstentions, plus 4,266,348 broker non-votes. The filing is a routine Item 5.07 disclosure of voting results.

It refers to the company's definitive proxy statement on Schedule 14A for the full description of each proposal. The report was signed by Wendy Cassity, Chief Legal Officer and Corporate Secretary.

02—Key points

Key Highlights

  1. All seven director nominees were elected: Mario Harik, Bella Allaire, J. Wes Frye, Michael G. Jesselson, Allison Landry, Irene Moshouris, and Johnny C. Taylor, Jr.
  2. Michael G. Jesselson had the highest number of votes against among the nominees (1,335,993), and Allison Landry had the highest number of votes for (106,563,698).
  3. KPMG LLP was ratified as the independent registered public accounting firm for fiscal year 2026, with 110,661,351 votes for and 252,095 votes against.
  4. The advisory vote on executive compensation passed, with 105,514,627 votes for and 1,094,492 votes against.
  5. The say-on-pay vote recorded 4,266,348 broker non-votes, the same count reported for each director election.
  6. The auditor ratification recorded zero broker non-votes, as the filing reports for that proposal.
  7. The results were reported under Item 5.07 and refer to the company's Schedule 14A proxy statement for full proposal details.

03—Questions

Frequently Asked Questions

  1. Who was elected to XPO's board of directors at the 2026 annual meeting?

    Stockholders elected Mario Harik, Bella Allaire, J. Wes Frye, Michael G. Jesselson, Allison Landry, Irene Moshouris, and Johnny C. Taylor, Jr. as directors. Each received more votes for than against.

  2. Did stockholders approve the company's independent auditor for 2026?

    Yes. Stockholders ratified the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2026, with 110,661,351 votes for, 252,095 against, and 57,090 abstentions.

  3. How did stockholders vote on executive compensation?

    Stockholders approved the advisory vote on executive compensation, with 105,514,627 votes for, 1,094,492 against, 95,069 abstentions, and 4,266,348 broker non-votes.

  4. Where can investors find more detail on the proposals voted on?

    The filing states that the proposals are further described in the company's definitive proxy statement on Schedule 14A for the 2026 Annual Meeting.

04—Continue

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