Current Report Filing (8-k)
March 09 2023 - 4:32PM
Edgar (US Regulatory)
0001166003
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0001166003
2023-03-08
2023-03-08
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iso4217:USD
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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): March 8, 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) |
|
(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)
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 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.
On March 8, 2023, the Board of Directors (the “Board”)
of XPO, Inc. (the “Company”) expanded the size of the Board from eight to nine members with the appointment of John Wesley
Frye as a member of the Board, effective immediately. Mr. Frye served as a 30-year executive with Old Dominion Freight Line, Inc. (ODFL),
including 18 years as chief financial officer, until his retirement in 2015. Pursuant to the Company’s bylaws, Mr. Frye will serve
as a director for an initial term until the Company’s 2023 annual meeting of stockholders.
As a non-employee director, Mr. Frye will be entitled to receive an
annual cash retainer (currently $80,000) and an annual restricted stock unit (“RSU”) grant (currently $190,000 in value),
which is granted on the first business day of each calendar year and vests on the first business day of the next calendar year. The number
of RSUs granted is determined by dividing $190,000 by the average of the closing price of the Company’s common stock on the ten
trading days immediately preceding the grant date. For his service as a director during 2023, Mr. Frye shall receive a prorated grant
of 4,447 RSUs that will vest on January 2, 2024, subject to Mr. Frye’s continued service as a director of the Company.
Since
the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Frye that
would be reportable under Item 404(a) of Regulation S-K and Mr. Frye has no family relationships with any of the Company’s
directors or executive officers.
Item 8.01. Other Events.
On March 9, 2023, the Company issued a press release announcing the
appointment of Mr. Frye to the Board. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
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: March
9, 2023 |
XPO, INC.
|
|
By: |
/s/ Christopher J. Signorello |
|
|
Christopher J. Signorello |
|
|
Chief Compliance Officer and
Deputy General Counsel |
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