XPO, Inc. 8-K

What Happened

• XPO, Inc. filed an 8-K reporting the results of its 2026 Annual Meeting held on May 19, 2026. All seven director nominees — Mario Harik, Bella Allaire, J. Wes Frye, Michael G. Jesselson, Allison Landry, Irene Moshouris and Johnny C. Taylor, Jr. — were elected. Stockholders also ratified KPMG LLP as XPO’s independent registered public accounting firm for fiscal year 2026 and approved the advisory vote on executive compensation (“say-on-pay”).

Key Details

• Election of directors: all seven nominees elected; “For” votes ranged from 105,394,515 (Mario Harik) to 106,563,698 (Allison Landry). Broker non-votes: 4,266,348.
• Ratification of KPMG LLP as auditor: For 110,661,351; Against 252,095; Abstentions 57,090; Broker non-votes 0.
• Advisory vote on executive compensation: For 105,514,627; Against 1,094,492; Abstentions 95,069; Broker non-votes 4,266,348.

Why It Matters

• The re-election of all directors signals board continuity for XPO’s governance and strategy. Ratifying KPMG confirms the company’s external auditor for FY2026, which is relevant to the integrity of upcoming financial statements and audits. The approved advisory “say-on-pay” vote indicates shareholder support for the company’s executive compensation approach (note that the vote is non-binding). Broker non-votes show a portion of shares were not voted on certain proposals, which can affect vote totals but do not change the outcomes reported.