XPO Logistics Announces Board of Directors for Planned RXO Spin-Off
September 27 2022 - 9:00AM
XPO Logistics, Inc. (NYSE: XPO) today announced the members of
the inaugural board of directors for the planned
spin-off of RXO, its tech-enabled brokered transportation
platform. The board will become effective with the closing of the
spin-off transaction, which XPO expects to complete in the fourth
quarter.
RXO’s board composition
Seven of RXO’s nine directors qualify as
independent. The board appointments have been finalized as
follows:
- Brad Jacobs will serve as non-executive chairman of RXO,
as previously announced. Jacobs is currently XPO’s chairman and
chief executive officer, and will remain with XPO as executive
chairman when the separation is complete.
- Drew Wilkerson will serve on the board in addition to
leading RXO as chief executive officer. Wilkerson is currently
XPO’s president, North American transportation, and a former truck
brokerage executive with C.H. Robinson.
Three current XPO directors will join the RXO
board as independent directors at the time of the separation,
following their planned resignation from the XPO board:
- AnnaMaria DeSalva has been a director of XPO since
September 2017, and vice chair since February 2019. She is global
chairman and chief executive officer of Hill+Knowlton Strategies,
and the former chief communications officer of DuPont. She
will chair the Nominating, Corporate Governance and Sustainability
Committee.
- Adrian Kingshott has been a director of XPO since
September 2011. He is a managing director with Spotlight Advisors,
and the former chief executive officer of AdSon.
- Mary Kissel has been a director of XPO since August
2021. She is an executive vice president and senior policy advisor
with Stephens, and a former member of The Wall Street Journal
editorial board. She will serve as vice chairman.
Four additional independent directors have been
named to the board:
- Christine Breves is executive vice president,
business transformation and former chief financial officer of U.S.
Steel.
- Michelle Nettles is global chief people and culture
officer of ManpowerGroup, and former chief people and diversity
officer of Molson Coors Brewing Company. She will chair the
Compensation Committee and will serve as lead independent
director.
- Stephen Renna is a senior managing director of
Ankura’s Global Strategic Advisory practice, and former chief
banking officer of the U.S. Export Import Bank.
- Thomas Szlosek is chief financial officer of
Avantor, and former chief financial officer of Honeywell. He will
chair the Audit Committee.
Biographies of RXO’s directors and executive
officers are included in the spin-off information statement that
has been filed with the U.S. Securities and Exchange
Commission.
As previously announced, XPO intends to spin off
its asset-light brokered transportation platform from its
asset-based less-than-truckload business, creating two separate,
publicly traded companies. More information can be found
on rxo.com.
About XPO Logistics and RXO
XPO Logistics, Inc. (NYSE: XPO) is a leading
provider of freight transportation services, primarily
less-than-truckload (LTL) and truck brokerage. XPO uses its
proprietary technology to move goods efficiently through supply
chains. The company’s global network serves 50,000 shippers with
approximately 749 locations and 43,000 employees, and is
headquartered in Greenwich, Conn., USA.
Visit xpo.com for more information, and connect with XPO
on Facebook, Twitter, LinkedIn, Instagram and YouTube.
About the spin-offXPO intends to spin off its
tech-enabled brokered transportation platform as an independent
publicly traded company under the ticker symbol RXO in the fourth
quarter of 2022. RXO will be the fourth largest broker of full
truckload freight transportation in the United States, with a
proprietary digital freight marketplace, access to vast truckload
capacity and complementary brokered services for managed
transportation, last mile and freight forwarding.
Visit rxo.com for more information.
Forward-looking Statements
This release includes forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended, including statements relating to the planned spin-off, the
expected timing of the transaction and the anticipated benefits of
the transaction, and the planned divesture of the European
transportation business. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking
statements.
These forward-looking statements are based on
certain assumptions and analyses made by us in light of our
experience and our perception of historical trends, current
conditions and expected future developments, as well as other
factors we believe are appropriate in the circumstances. These
forward-looking statements are subject to known and unknown risks,
uncertainties and assumptions that may cause actual results, levels
of activity, performance or achievements to be materially different
from any future results, levels of activity, performance or
achievements expressed or implied by such forward-looking
statements. Factors that might cause or contribute to a material
difference include the risks discussed in our filings with the SEC,
which may be accessed on the investor page of our
website.
All forward-looking statements set forth in this
release are qualified by these cautionary statements and there can
be no assurance that the actual results or developments anticipated
by us will be realized or, even if substantially realized, that
they will have the expected consequences to or effects on us or our
business or operations. Forward-looking statements set forth in
this release speak only as of the date hereof, and we do not
undertake any obligation to update forward-looking statements to
reflect subsequent events or circumstances, changes in expectations
or the occurrence of unanticipated events, except to the extent
required by law.
The spin-off remains subject to various
conditions, including the effectiveness of the Form 10 registration
statement, receipt of a tax opinion from counsel, the refinancing
of XPO’s debt on terms satisfactory to the XPO board of directors,
and final approval by the XPO board of directors, among other
requirements. There can be no assurance that the planned spin-off
will occur or, if it does occur, the terms or timing.
Investor Contacts
Tavio
Headley+1-203-413-4006tavio.headley@xpo.com
Jared
Weisfeld+1-475-299-7355jared.weisfeld@xpo.com
Media Contacts
Karina
Frayter+1-203-484-8303karina.frayter@xpo.com
Nina
Reinhardt+1-980-408-1594nina.reinhardt@xpo.com
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