UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2023

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. held its 2023 Annual Meeting of Stockholders on May 23, 2023.  The following matters, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2023, 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 Class I directors of the Company for a term to expire at the annual meeting of stockholders in 2026 or until their respective successors have been duly elected and qualified, based upon the votes set forth in the table below.

Name of Nominee
  
For
  
Against
  
Abstain
  
Broker
Non-Votes
                 
Drew Wilkerson
  
102,576,115
  
424,581
    31,480  
7,887,089
Stephen Renna
  
101,966,657
  
1,032,993
   32,526  
7,887,089
Thomas Szlosek
  
101,980,994
  
1,018,485
    32,697  
7,887,089

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023, based upon the votes set forth in the table below.

For
  
Against
  
Abstain
         
110,781,188
  
87,276
  
50,801

Proposal 3 – Advisory Vote to Approve Executive Compensation.

The Company’s stockholders approved an advisory resolution approving the executive compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, based upon the votes set forth in the table below.

For
  
Against
  
Abstain
  
Broker Non-Votes
             
96,624,317
  
6,334,004
  
73,855
  
7,887,089

Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes to Approve Executive Compensation.

The Company’s stockholders approved an advisory resolution approving the frequency of future advisory votes to approve executive compensation, based upon the votes set forth in the table below.

1 Year
  
2 Years
  
3 Years
  
Abstain
  
Broker Non-Votes
                 
100,208,615
  
156,040
  
2,525,859
  
141,662
  
7,887,089

In light of the voting results as disclosed above, the Company intends to hold future advisory votes to approve executive compensation on an annual basis, until the next required vote on the frequency of stockholder votes on such matters.

SIGNATURES
 
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.

 
RXO, INC.
   
 
By:
/s/ Jeffrey D. Firestone
 
Name:
Jeffrey D. Firestone
 
Title:
Chief Legal Officer and Corporate Secretary
     
Date: May 24, 2023