GXO Logistics (NYSE: GXO) reports 2026 shareholder vote and auditor ratification
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
GXO Logistics, Inc. reported the results of its 2026 annual meeting of stockholders held on May 20, 2026. Stockholders elected ten directors to serve until the 2027 annual meeting or until successors are elected. They also ratified KPMG LLP as independent registered public accounting firm for fiscal year 2026, with 103,234,386 votes in favor. In a non-binding advisory vote on executive compensation, 61,052,491 votes were cast in favor, 34,140,914 against, and 2,589,523 abstained, with 5,670,895 broker non-votes.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Auditor ratification votes for: 103,234,386 votes
Auditor ratification votes against: 30,899 votes
Say-on-pay votes for: 61,052,491 votes
+5 more
8 metrics
Auditor ratification votes for
103,234,386 votes
Ratification of KPMG LLP for fiscal year 2026
Auditor ratification votes against
30,899 votes
Ratification of KPMG LLP for fiscal year 2026
Say-on-pay votes for
61,052,491 votes
Advisory vote to approve executive compensation
Say-on-pay votes against
34,140,914 votes
Advisory vote to approve executive compensation
Say-on-pay abstentions
2,589,523 votes
Advisory vote to approve executive compensation
Broker non-votes on say-on-pay
5,670,895 votes
Advisory vote to approve executive compensation
Example director votes for
96,788,461 votes
Votes for nominee Kyle Wismans
Example director votes against
956,595 votes
Votes against nominee Kyle Wismans
Key Terms
broker non-votes, advisory vote, independent registered public accounting firm, emerging growth company
4 terms
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote financial
"approve the advisory vote on the executive compensation of the Company’s named executive officers"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
independent registered public accounting firm financial
"ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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): May 20, 2026
___________________________________
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(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 5.07 | Submission of Matters to a Vote of Security Holders. | |||||||||||||
(1)The 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of GXO Logistics, Inc. (the “Company”) was held on May 20, 2026.
(2)At the 2026 Annual Meeting, the stockholders voted to (1) elect ten (10) members of our Board of Directors for a term to expire at the 2027 annual meeting of stockholders or until their respective successors shall have been duly elected and qualified or until their earlier resignation or removal; (2) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026; and (3) approve the advisory vote on the executive compensation of the Company’s named executive officers.
a.Election of Directors:
Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
Patrick Byrne | 93,636,558 | 4,101,324 | 45,046 | 5,670,895 | ||||||||||
Marlene Colucci | 91,397,203 | 6,328,919 | 56,806 | 5,670,895 | ||||||||||
Todd Cooper | 90,471,402 | 7,271,615 | 39,911 | 5,670,895 | ||||||||||
Matthew Fassler | 62,734,853 | 35,010,544 | 37,531 | 5,670,895 | ||||||||||
Patrick Kelleher | 96,594,477 | 1,148,924 | 39,527 | 5,670,895 | ||||||||||
Michael Kneeland | 96,103,384 | 1,640,342 | 39,202 | 5,670,895 | ||||||||||
Julio Nemeth | 87,186,437 | 10,556,889 | 39,602 | 5,670,895 | ||||||||||
Torsten Pilz, Ph.D. | 91,031,632 | 6,710,743 | 40,553 | 5,670,895 | ||||||||||
Laura Wilkin | 91,890,986 | 5,852,265 | 39,677 | 5,670,895 | ||||||||||
Kyle Wismans | 96,788,461 | 956,595 | 37,872 | 5,670,895 | ||||||||||
b.Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
103,234,386 | 30,899 | 188,538 | 0 | ||||||||
c.Advisory Vote to Approve Executive Compensation:
Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
61,052,491 | 34,140,914 | 2,589,523 | 5,670,895 | ||||||||
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.
Dated: May 22, 2026 | GXO LOGISTICS, INC. | ||||||||||
By: | /s/ Karlis P. Kirsis | ||||||||||
Name: | Karlis P. Kirsis | ||||||||||
Title: | Chief Legal Officer | ||||||||||
FAQ
What did GXO (GXO) stockholders vote on at the 2026 annual meeting?
GXO stockholders voted on three main items: electing ten directors, ratifying KPMG LLP as independent registered public accounting firm for fiscal 2026, and approving an advisory vote on named executive officer compensation. All three proposals received the necessary stockholder support.
Were all GXO (GXO) director nominees elected at the 2026 annual meeting?
All ten GXO director nominees were elected for terms expiring at the 2027 annual meeting. Each nominee, including Patrick Byrne, Marlene Colucci, and others, received more votes “For” than “Against,” with additional abstentions and broker non-votes reported for each director candidate.
How did GXO (GXO) stockholders vote on ratifying KPMG LLP for 2026?
Stockholders strongly supported ratifying KPMG LLP as GXO’s independent registered public accounting firm for fiscal 2026, with 103,234,386 votes “For,” 30,899 “Against,” and 188,538 abstentions. There were no broker non-votes for this proposal, indicating broad support among voting shares.
What were the results of GXO’s 2026 advisory vote on executive compensation?
In the advisory “say-on-pay” vote, GXO received 61,052,491 votes “For” its named executive officer compensation and 34,140,914 “Against,” with 2,589,523 abstentions and 5,670,895 broker non-votes. This non-binding vote indicates stockholder views on the company’s executive pay practices.
When was GXO’s 2026 annual meeting of stockholders held?
GXO held its 2026 annual meeting of stockholders on May 20, 2026. At this meeting, stockholders elected directors, ratified KPMG LLP as independent auditor for fiscal 2026, and cast an advisory vote on executive compensation, with detailed vote counts reported for each proposal.
How many broker non-votes were reported in GXO’s 2026 director elections?
Each GXO director election at the 2026 annual meeting reported 5,670,895 broker non-votes. Broker non-votes occur when brokers are not authorized to vote on certain proposals, usually non-routine items like director elections or executive compensation, even though shares are otherwise held in street name.