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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 14, 2020

 

XPO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware    001-32172    03-0450326
(State or other jurisdiction of
incorporation)
 
  (Commission File Number)    (I.R.S. Employer
Identification No.)

 

Five American Lane, Greenwich, Connecticut 06831
(Address of principal executive offices)

 

(855) 976-6951

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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 $0.001 per share   XPO   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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The information set forth under Item 5.07 is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

(a)          The 2020 annual meeting of stockholders (the “2020 Annual Meeting”) of XPO Logistics, Inc. (the “Company”) was held on May 14, 2020.

 

(b)          At the 2020 Annual Meeting, the stockholders voted, consistent with the recommendation of the Board of Directors of the Company, to (1) elect each of the Company’s nominees for director; (2) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2020; (3) approve an amendment to the Company’s incentive compensation plan to increase the number of available shares thereunder by 1,150,000 to a total of 6,550,000; (4) approve the advisory vote on the Company’s executive compensation; (5) reject the stockholder proposal regarding the integration of environmental, social, and governance (“ESG”) metrics into executive compensation; (6) reject the stockholder proposal regarding the requirement that the chairman of the board be an independent director; (7) reject the stockholder proposal regarding ways to strengthen the prevention of workplace sexual harassment and align senior executive compensation incentives; and (8) reject the stockholder proposal regarding the acceleration of executive equity awards in the case of a change in control of the Company.

 

1. Election of directors:

 

    Votes For     Votes Against     Abstentions     Broker
Non-Votes
 
Bradley S. Jacobs     82,214,579       1,621,377       261,305       9,199,468  
Gena L. Ashe     83,912,864       126,531       57,866       9,199,468  
Marlene M. Colucci     82,847,154       1,189,329       60,778       9,199,468  
AnnaMaria DeSalva     83,744,309       295,506       57,446       9,199,468  
Michael G. Jesselson     82,745,708       1,286,470       65,083       9,199,468  
Adrian P. Kingshott     83,921,935       115,208       60,118       9,199,468  
Jason D. Papastavrou     82,234,607       1,797,937       64,717       9,199,468  
Oren G. Shaffer     83,998,563       37,184       61,514       9,199,468  

 

2. Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2020:

 

Votes For     92,547,601  
Votes Against     675,655  
Abstentions     73,473  
Broker Non-Votes     0  

 

3. Amendment to XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan to increase the number of available shares thereunder by 1,150,000 to a total of 6,550,000:

 

Votes For     83,192,379  
Votes Against     847,607  
Abstentions     57,275  
Broker Non-Votes     9,199,468  

 

A summary of Amendment No. 2 to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan (the “Amendment”) is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on April 21, 2020 (the “Proxy Statement”) under “Proposal 3: Approval of an Amendment to the XPO Logistics, Inc. 2016 Omnibus Incentive Compensation Plan,” which summary is incorporated herein by reference. A copy of the Amendment is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

 

 

 

4. Advisory vote on executive compensation:

 

Votes For     56,658,050  
Votes Against     27,382,444  
Abstentions     56,767  
Broker Non-Votes     9,199,468  

 

5. Stockholder proposal regarding the integration of environmental, social, and governance (“ESG”) metrics into executive compensation:

 

Votes For     16,587,647  
Votes Against     63,739,851  
Abstentions     3,769,763  
Broker Non-Votes     9,199,468  

 

6. Stockholder proposal regarding the requirement that the chairman of the board be an independent director:

 

Votes For     15,977,804  
Votes Against     67,175,701  
Abstentions     943,756  
Broker Non-Votes     9,199,468  

 

7. Stockholder proposal regarding ways to strengthen the prevention of workplace sexual harassment and align senior executive compensation incentives:

 

Votes For     15,496,188  
Votes Against     64,831,346  
Abstentions     3,769,727  
Broker Non-Votes     9,199,468  

 

8. Stockholder proposal regarding the acceleration of executive equity awards in the case of a change in control of the Company:

 

Votes For     13,371,500  
Votes Against     69,756,120  
Abstentions     969,641  
Broker Non-Votes     9,199,468  

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
Number
  Description
99.1   Amendment No. 2 to the 2016 Omnibus Incentive Compensation Plan (incorporated herein by reference to Annex B to the registrant’s definitive proxy statement on Schedule 14A filed with the SEC on April 21, 2020)
104.1   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

  

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: May 15, 2020 XPO LOGISTICS, INC. 
   
  By: /s/ Karlis P. Kirsis
    Karlis P. Kirsis
    Corporate Secretary