RXO, Inc. 8-K

What Happened
RXO, Inc. filed an 8-K on May 13, 2026 reporting the results of its 2026 Annual Meeting held May 12, 2026. Stockholders elected all eight director nominees to serve until the 2027 annual meeting, ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026, approved an amendment to increase shares under the 2022 Omnibus Incentive Compensation Plan, and approved the non-binding advisory vote on executive compensation (say-on-pay).

Key Details

• Directors elected (terms to expire at 2027 annual meeting): Drew Wilkerson; Christine Breves; Troy Cooper; Adrian Kingshott; Mary Kissel; Michelle Nettles; Stephen Renna; Thomas Szlosek. Example vote totals: Troy Cooper received 149,345,349 votes for; Thomas Szlosek received 138,216,532 votes for and 11,228,147 votes against.
• Auditor ratified: Deloitte & Touche LLP was ratified with 154,953,800 votes for, 102,291 against, and 27,231 abstentions.
• Omnibus plan amendment: Share increase approved with 138,514,352 for, 10,452,178 against, and 499,983 abstentions (5,616,809 broker non-votes).
• Advisory executive compensation vote (non-binding): Approved with 142,771,274 for, 6,645,497 against, and 49,742 abstentions (5,616,809 broker non-votes).

Why It Matters
These results confirm shareholder support for the current board slate and corporate governance actions. Ratifying Deloitte maintains continuity of the company’s external audit oversight. Approval of the omnibus plan amendment increases the pool of shares available for equity awards, which can affect future dilution and executive/employee incentives. The advisory approval of executive compensation signals investor backing of the company’s pay practices (though it is non-binding).