false
0001852244
0001852244
2025-08-04
2025-08-04
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
August 4, 2025
GXO
LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-40470 |
86-2098312 |
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
Two
American Lane
Greenwich,
Connecticut |
|
06831 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (203)
489-1287
Not Applicable
(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, $0.01 par value per share |
GXO |
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. |
On August 4, 2025, GXO Logistics, Inc.
(the “Company”) and Baris Oran mutually agreed that Mr. Oran will depart from his employment as Chief Financial Officer
of the Company in March 2026. Mr. Oran will continue to serve as Chief Financial Officer until his departure or until such earlier
date as his successor is appointed.
Subject to Mr. Oran’s
entry into a separation agreement with the Company that includes a general release of claims in favor of the Company, (a) Mr. Oran
will receive (i) all severance payments due to him in connection with a termination without cause under the Company’s Severance
Plan, and (ii) certain outplacement services; and (b) Mr. Oran’s outstanding Company service-based restricted stock
units and performance-based restricted stock units (to the extent earned based on actual performance) will be subject to pro-rated vesting
through the termination date in accordance with their existing terms.
SIGNATURES
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.
|
GXO Logistics, Inc. |
|
|
|
Date: August 5, 2025 |
By: |
/s/
Karlis P. Kirsis |
|
Name: |
Karlis P. Kirsis |
|
Title: |
Chief Legal Officer |