Current Report Filing (8-k)
January 25 2023 - 5:17PM
Edgar (US Regulatory)
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2023-01-23
2023-01-23
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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): January 23, 2023
XPO, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-32172 |
|
03-0450326 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
Five American Lane,
Greenwich, Connecticut |
06831 |
(Address
of principal
executive offices) |
(Zip Code) |
(855)
976-6951
Registrant’s telephone number, including
area code
(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. |
Senior Advisor - Finance and former Chief Financial Officer
On January 23, 2023, XPO, Inc. (the “Company”)
and Ravi Tulsyan, the Company’s Senior Advisor – Finance and former Chief Financial Officer, entered into a Separation Agreement
and General Release (the “Separation Agreement”), setting forth the terms of Mr. Tulsyan’s separation from employment
with the Company, effective as of January 6, 2023 (the “Separation Date”). For purposes of the Separation Agreement,
the Change in Control and Severance Agreement (“Severance Agreement”), dated September 14, 2021, and the Transition Agreement
(“Transition Agreement”), dated October 10, 2022, each entered into by and between Mr. Tulsyan and the Company,
Mr. Tulsyan will receive the payments, benefits, and accelerated vesting due upon a termination of employment without cause.
Pursuant to the Separation Agreement, the Severance Agreement, and
the Transition Agreement, Mr. Tulsyan will receive the following payments and benefits from the Company in exchange for agreeing
to a general release of claims in favor of the Company and other promises by Mr. Tulsyan in the Separation Agreement: (i) cash
severance payments equal to twelve months of Mr. Tulsyan’s base salary in effect on the Separation Date, totaling a gross amount
of $500,000 (the “Severance Payments”), less applicable taxes and withholdings, payable in equal installments over a twelve-month
period on the Company's normal payroll dates with the first installment to be paid within 65 days after the Separation Date, (ii) an
additional payment of $8,200 (the “Additional Payment”), less applicable taxes and withholdings, equal to the estimated prorated
target bonus for the 2023 performance year, (iii) a lump sum, less applicable taxes and withholdings, equivalent to any unused carryover
paid time off for 2022 that Mr. Tulsyan would otherwise forfeit upon separation (the “Carryover PTO Payment”), (iv) an
enhanced payment equivalent to what Mr. Tulsyan would have received as the funded bonus amount for the Company's 2022 annual incentive
plan year if Mr. Tulsyan had remained employed through the payout date, calculated based on Mr. Tulsyan's base salary as of
the Separation Date multiplied by his bonus target percentage multiplied by the bonus funding percentage for his incentive plan, (v) nine
(9) months of outplacement services, and (vi) provided Mr. Tulsyan timely elects coverage under the Consolidated Omnibus
Budget Reconciliation Act (“COBRA”), the Company will pay Mr. Tulsyan's COBRA premiums for medical and dental coverage
for up to six (6) months from the Separation Date. Additionally, pursuant to the Separation Agreement, certain of Mr. Tulsyan’s
outstanding time-based restricted stock unit awards will be subject to accelerated vesting and Mr. Tulsyan will be eligible for accelerated
vesting in certain of Mr. Tulsyan’s outstanding performance-based restricted stock unit awards, subject to the achievement
of applicable performance goals in accordance with the terms and conditions of the applicable award agreements.
The foregoing summary does not purport to be complete and is qualified
in its entirety by reference to the full text of the Separation Agreement and General Release, a copy of which is filed herewith as Exhibit 10.1.
Item 9.01. |
Financial Statements and Exhibits. |
(d) 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.
|
|
|
Date: January 25,
2023 |
XPO, INC. |
|
|
|
By: |
/s/ Christopher J. Signorello |
|
|
Christopher J. Signorello |
|
|
Chief Compliance Officer and Deputy General Counsel |
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