Current Report Filing (8-k)
September 20 2017 - 5:26PM
Edgar (US Regulatory)
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): September 19, 2017
XPO LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32172
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03-0450326
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Five American Lane, Greenwich, Connecticut 06831
(Address of principal executive offices)
(855) 976-6951
(Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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.
Election of Directors
On September 19, 2017, the Board of Directors of XPO Logistics, Inc. (the Company or XPO) elected AnnaMaria DeSalva as a member
of the Companys Board of Directors, effective immediately. Ms. DeSalva is global chief communications officer for DuPont, where she is responsible for corporate brand strategy and stakeholder communications. Pursuant to the Companys
bylaws, Ms. DeSalva will serve as a director for an initial term until the Companys 2018 annual meeting of stockholders.
As a non-employee
director, Ms. DeSalva will be entitled to receive an annual cash retainer (currently $75,000) and an annual restricted stock unit (RSU) grant (currently $175,000 in value), which will be granted on the first business day of each
calendar year and will vest on the first anniversary of the grant date. The number of RSUs granted will be determined by dividing $175,000 by the average of the closing price of the Companys common stock on the 10 trading days immediately
preceding the grant date. In addition, in connection with her appointment to the Companys Board of Directors, Ms. DeSalva received a one-time grant of 810 RSUs that shall vest on January 3, 2018, subject to Ms. DeSalvas continued service
as a director of the Company.
Item 8.01. Other Events.
On September 20, 2017, the Company issued a press release announcing the election of Ms. DeSalva to the Board of Directors. The press release is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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.
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Dated September 20, 2017
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XPO LOGISTICS, INC.
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By:
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/s/ Karlis P. Kirsis
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Karlis P. Kirsis
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Senior Vice President, Corporate Counsel
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