Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2026
RXO, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-41514
88-2183384
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
11215 North Community House Road
28277
Charlotte, NC
(Address of principal executive offices)
(Zip Code)
(980)308-6058
(Registrant’s telephone number, including area code)
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
registered
Common stock, par value $0.01 per share
RXO
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.07 Submission of Matters to a Vote of Security Holders.
RXO, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 12, 2026. The following matters, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2026 (the “Proxy Statement”), were voted upon by the Company’s stockholders at the Annual Meeting. The final voting results are below:
Proposal 1 – Election of Directors.
Each of the following individuals were elected by the stockholders to serve as directors of the Company for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon the votes set forth in the table below:
Name of Nominee
For
Against
Abstain
Broker Non-Votes
Drew Wilkerson
148,724,142
720,641
21,730
5,616,809
Christine Breves
148,761,576
660,501
44,436
5,616,809
Troy Cooper
149,345,349
99,514
21,650
5,616,809
Adrian Kingshott
148,479,739
965,016
21,758
5,616,809
Mary Kissel
149,189,148
255,835
21,530
5,616,809
Michelle Nettles
148,940,369
504,946
21,198
5,616,809
Stephen Renna
149,029,914
415,087
21,512
5,616,809
Thomas Szlosek
138,216,532
11,228,147
21,834
5,616,809
Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026 based upon the votes set forth in the table below:
For
Against
Abstain
154,953,800
102,291
27,231
Proposal 3 – Approval of an Amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan.
The Company’s stockholders approved an amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan to increase the number of available shares thereunder based upon the votes set forth in the table below:
For
Against
Abstain
Broker Non-Votes
138,514,352
10,452,178
499,983
5,616,809
Proposal 4 – Advisory Vote to Approve Executive Compensation.
The Company’s stockholders approved a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, based upon the votes set forth in the table below:
For
Against
Abstain
Broker Non-Votes
142,771,274
6,645,497
49,742
5,616,809
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.