If my shares are held in street name by my broker, dealer, commercial bank,
trust company or other nominee, will such broker or other nominee vote my shares for me?
You should instruct your broker or other nominee on how to
vote your shares using the instructions provided by such broker or other nominee. Absent specific voting instructions, brokers or other nominees who hold shares of our common stock in street name for customers are prevented by the rules
set forth in the Listed Company Manual (the NYSE Rules) of the New York Stock Exchange (the NYSE) from exercising voting discretion in respect of
non-routine
or contested matters. We
expect that when the NYSE evaluates the proposals to be voted on at the annual meeting to determine whether each proposal is a routine or
non-routine
matter, only Proposal 2Ratification of the
Appointment of KPMG LLP as Our Independent Registered Public Accounting Firm for fiscal year 2018 will be determined to be routine. Shares not voted by a broker or other nominee because such broker or other nominee does not have instructions
or cannot exercise discretionary voting power with respect to one or more proposals are referred to as broker
non-votes.
It is important that you instruct your broker or other nominee on how to
vote your shares of our common stock held in street name in accordance with the voting instructions provided by such broker or other nominee.
Can I change my vote after I have mailed my proxy card?
Yes. Whether you attend the annual meeting or not, you may revoke a
proxy at any time before your proxy is voted at the annual meeting. You may do so by properly delivering a later-dated proxy either by mail, the internet or telephone or by attending the annual meeting in person and voting. Please note, however,
your attendance at the annual meeting will not automatically revoke any prior proxy, unless you vote again at the annual meeting or specifically request in writing that your prior proxy be revoked. You also may revoke your proxy by delivering a
notice of revocation to our company (Attention: Secretary, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831) prior to the vote at the annual meeting. If you hold your shares through a broker, dealer, commercial bank, trust
company or other nominee, you should follow the instructions of such broker or other nominee regarding revocation of proxies.
How will
the persons named as proxies vote?
If you complete and submit a proxy, the persons named as proxies will follow your instructions. If you submit a
proxy but do not provide instructions, or if your instructions are unclear, the persons named as proxies will vote as recommended by our Board of Directors or, if no recommendation is given, by using their own discretion.
Where can I find the results of the voting?
We intend to announce preliminary voting results at the annual meeting and will publish final results through a Current Report on Form
8-K
to be filed with the Securities and Exchange Commission (SEC) within four (4) business days after the annual meeting. The Current Report on Form
8-K
will be available on the internet at our website,
www.xpo.com
.
Who will pay for the cost of soliciting proxies?
We will pay for the cost of soliciting proxies. We have engaged Innisfree M&A Incorporated to assist us in soliciting proxies in connection with the annual meeting,
and have agreed to pay them approximately $12,500 plus their expenses for providing such services. Our directors, officers and other employees, without additional compensation, may solicit proxies personally, in writing, by telephone, by
e-mail
or otherwise. As is customary, we will reimburse brokerage firms, fiduciaries, voting trustees and other nominees for forwarding our proxy materials to each beneficial owner of common stock or Series A
Preferred Stock held of record by them.
What is householding and how does it affect me?
In accordance with notices to many stockholders who hold their shares through a bank, broker or other holder of record (a street-name stockholder) and share
a single address, only one copy of our proxy statement and 2017 annual report to stockholders is being delivered to that address unless contrary instructions from any stockholder at that address are received. This practice, known as
householding, is intended to reduce our printing and postage costs. However, any such street-name stockholder residing at the same address who wishes to receive a separate copy of this proxy statement and annual report may request a copy
by contacting the bank, broker or other holder of record, or by sending a written request to: Investor Relations, XPO Logistics, Inc., Five American Lane, Greenwich, Connecticut 06831, or by contacting Investor Relations by telephone at (855)
976-6951.
The voting instruction form sent to a street-name stockholder should provide information on how to request: (1) householding of future company materials, or (2) separate materials if only one set
of documents is being sent to a household. A stockholder who would like to make one of these requests should contact us as indicated above.
Can I obtain an electronic copy of proxy materials?
Yes, this proxy statement, annual report and proxy card are available on the internet at
www.edocumentview.com/XPO
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8
|
|
|
|
|
|
©
2018
XPO Logistics,
Inc.
|
|
|
|
|
|
|
|
|
|
|
|