GXO Logistics names new chairman as board shrinks to nine
GXO Logistics, Inc. is making a planned leadership change on its board.
Rhea-AI Filing Summary
GXO Logistics, Inc. is making a planned leadership change on its board. Brad Jacobs has decided to resign as Chairman and as a member of the board of directors, effective December 31, 2025. The company states that his decision is not the result of any disagreement regarding its operations, policies or practices, which signals a non‑contentious transition.
In connection with his departure, Patrick Byrne has been appointed as the new Chairman of the Board, effective upon Mr. Jacobs’ resignation. At the same time, the size of the board will be reduced from ten directors to nine directors, aligning the board’s composition with the new leadership structure. The company has also issued a press release on December 15, 2025 to publicly communicate these changes.
Positive
- None.
Negative
- None.
Insights
GXO announces a non‑dispute chairman transition and trims its board size.
GXO Logistics, Inc. reports that Brad Jacobs will resign as Chairman and director effective December 31, 2025, and emphasizes that his decision is not due to any disagreement over operations, policies, or practices. That language is intended to reassure stakeholders that the change is not driven by underlying conflict or controversy at the board level.
Patrick Byrne will become the new Chairman of the Board as of the same effective date, providing continuity by naming a successor at the time of the announced departure. The board will also shrink from ten to nine directors, a modest structural adjustment that may streamline decision‑making but does not, by itself, signal a strategic shift. A press release dated December 15, 2025 communicates these governance changes more broadly to the market.
8-K Event Classification
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What board change did GXO (GXO) announce?
When will Brad Jacobs’ resignation from GXO’s board take effect?
Did Brad Jacobs resign from GXO because of a disagreement with the company?
Who is the new Chairman of the Board at GXO Logistics?
How is GXO’s board size changing with this leadership transition?
Did GXO issue a press release about the chairman change?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State
or other jurisdiction |
(Commission
File Number) |
(I.R.S.
Employer |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
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 | Name of each exchange on which registered |
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. |
Resignation of Director
On December 11, 2025, Brad Jacobs informed the board of directors (the “Board”) of GXO Logistics, Inc. (the “Company”) of his decision to resign from his position as Chairman of the Board and a member of the Board, effective December 31, 2025.
The decision by Mr. Jacobs to resign from the Board was not the result of any disagreement with the Company on any matter regarding the Company’s operations, policies or practices.
In connection with the resignation of Mr. Jacobs, Patrick Byrne was appointed as the new Chairman of the Board and the size of the Board was reduced from ten directors to nine directors, in each case, effective as of Mr. Jacobs’ resignation.
| Item 7.01 | Regulation FD Disclosure. |
On December 15, 2025, the Company issued a press release announcing Mr. Jacobs’ resignation from the Board and the appointment of Mr. Byrne as the new Chairman of the Board. A copy of such press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 99.1 | Press Release, dated December 15, 2025. | |
| 104 | The cover page from this Current Report on Form 8-K formatted in Inline XBRL. |
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: December 15, 2025 | By: | /s/ Karlis P. Kirsis |
| Karlis P. Kirsis | ||
| Chief Legal Officer | ||