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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):
March 2, 2026
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) |
|
(I.R.S. 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
N/A
(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 (see General Instruction
A.2 below):
| ¨ |
|
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, par value $0.01 per share |
GXO |
New York Stock Exchange |
| |
|
|
| 3.750% Notes due 2030 |
GXO/30 |
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 March 3, 2026, the Board of Directors (the “Board”)
of GXO Logistics, Inc. (the “Company”) approved the appointment of Mark Suchinski to the position of chief financial
officer (principal financial officer) of the Company. The appointment will be effective on April 1, 2026.
Mr. Suchinski, 59, most recently served as Senior Vice President
and Chief Financial Officer of The GEO Group, Inc. since July 2024. Prior to joining GEO, Mr. Suchinski served as Senior
Vice President and Chief Financial Officer for Spirit AeroSystems from 2020 through June 2024. In that role, Mr. Suchinski
was responsible for the overall financial management of Spirit AeroSystems, its financial reporting and transparency, and multiple corporate
functions including Treasury, Investor Relations, and Strategy. Mr. Suchinski joined Spirit AeroSystems
in 2006 as the Controller for the Aerostructures Segment. He subsequently served in increasingly senior positions, including as Vice
President of Financial Planning & Analysis and Corporate Contracts from 2010 to 2012, Vice President of Finance and Treasurer
from 2012 to 2014, Vice President and Corporate Controller from 2014 to 2018, Vice President and General Manager of the 787 Program from
2018 to 2019, and Vice President of Quality from 2019 to 2020. Prior to joining Spirit AeroSystems, Mr. Suchinski held the position
of Vice President and Chief Accounting Officer for Home Products International from 2004 to 2006 and Corporate Controller from 2000 to
2004. Mr. Suchinski attended DePaul University where he earned a Bachelor of Science degree in Accounting.
There are no family relationships between Mr. Suchinski and any
director or executive officer of the Company, and Mr. Suchinski has no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
Offer Letter with Mr. Suchinski
On March 2, 2026, the Company and Mr. Suchinski executed
an offer letter (the “Offer Letter”), the material terms of which are summarized below.
Position. Under the Offer Letter, Mr. Suchinski will serve
as the Company’s chief financial officer.
Work Location. The Offer Letter provides that Mr. Suchinski’s
principal place of employment will be the Company’s office in Greenwich, Connecticut and subject to required business travel and
future business needs. Mr. Suchinski is required to relocate his personal residence to the Greenwich, Connecticut metropolitan area.
Mr. Suchinski is entitled to certain relocation benefits, including reimbursement for airfare and lodging expenses in connection
with his commute to the Company’s headquarters prior to relocation and home finding and home marketing assistance. The relocation
benefits are required to be repaid by Mr. Suchinski in the event of Mr. Suchinski’s voluntary resignation within one
year of Mr. Suchinski moving to Greenwich, Connecticut.
Salary; Target Annual Bonus. The Offer Letter provides that
the annual base salary for Mr. Suchinski will be $650,000 and that the target annual bonus for Mr. Suchinski will be 125% of
base salary.
2026 Annual Long-Term Incentive Opportunity. Mr. Suchinski
will be eligible to participate in the long-term equity program applicable to similarly situated senior executive officers of the Company.
The total target grant date value for the 2026 annual equity awards to be granted to Mr. Suchinski will be $1,500,000, consisting
of restricted stock units with a value of $525,000 and performance-based restricted stock units with a value of $975,000.
Grant of Sign-On Awards. The Offer Letter provides that Mr. Suchinski
will be granted sign-on equity awards consisting of (i) an award of restricted stock units with a value of $750,000 (the “Sign-On
RSU Award”) and (ii) an award of performance-based restricted stock units with a value of $750,000 (the “Sign-On PSU
Award” and together with the Sign-On RSU Award, the “Sign-On Awards”). The Sign-On Awards are in recognition of forfeited
equity awards held by Mr. Suchinski with his current employer and to align interests with long-term shareholder value creation.
The number of shares underlying (i) the Sign-On RSU Award will be determined using the closing price of the Company’s common
stock on Mr. Suchinski’s hire date as chief financial officer and (ii) the Sign-On PSU Award will be determined using
$41.94, the stock price of the sign-on equity awards granted to the Company's chief executive officer in August 2025, to ensure
alignment of goals with the Company’s chief executive officer.
The Sign-On RSU Award will vest in equal annual installments over
three years following the grant date. The Sign-On PSU Award will vest on March 31, 2029, subject to achievement of the applicable
performance goals. Between 0-225% of the target number of shares subject to the Sign-On PSU Award may be earned based on the Company’s
total shareholder return relative to that of component companies of the S&P Mid Cap 400 Index during the three-year performance period
of August 19, 2025 to August 18, 2028, to ensure alignment of goals with the Company's chief executive officer, and the total
number of shares that may be earned is capped at 100% if the absolute total shareholder return of the Company during the performance
period is negative. Vesting is generally subject to Mr. Suchinski’s continued service through the vesting date, subject to
certain exceptions in the event of a qualifying termination of employment, including following a change of control of the Company.
Severance. The Offer Letter provides that Mr. Suchinski
will be eligible to participate in the GXO Logistics, Inc. Severance Plan, as in effect from time to time, during the Company’s
2026 fiscal year.
Benefits. The Offer Letter provides that Mr. Suchinski
will be eligible for benefits in accordance with the Company’s benefits programs available to similarly situated senior executives
from time to time.
Restrictive Covenants. The Offer Letter provides that, as a
condition to employment, Mr. Suchinski and the Company will enter into a Confidential Information Protection Agreement, which provides
for certain restrictive covenants.
| Item 7.01 | Regulation FD Disclosure. |
On March 6, 2026, the Company issued a press release regarding
certain of the matters described in Item 5.02. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”)
or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing
of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description |
| 10.1 |
|
Offer
Letter, dated March 2, 2026, between Mark Suchinski and GXO Logistics, Inc. |
| 99.1 |
|
Press
Release, dated March 6, 2026, issued by GXO Logistics, Inc. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| Date: March 6,
2026 |
GXO LOGISTICS, INC. |
| |
|
| |
By: |
/s/
Karlis P. Kirsis |
| |
Name: |
Karlis P. Kirsis |
| |
Title: |
Chief Legal Officer |
Exhibit 99.1

GXO
Appoints Mark Suchinski as Chief Financial Officer
GREENWICH, Conn., March 6, 2026 — GXO
Logistics, Inc. (NYSE: GXO), the world’s largest pure-play contract logistics provider, today announced the appointment
of Mark Suchinski as Chief Financial Officer, effective April 1, 2026.
Suchinski is a seasoned financial leader
with more than three decades in finance, operations and supply chain management, with significant experience in the aerospace and defense
sector, a key growth vertical for GXO. He has a proven track record driving enterprise performance improvement in labor productivity,
contracting, pricing and sourcing.
GXO CEO Patrick
Kelleher said, “Mark is an accomplished corporate finance leader with decades of operational
and supply chain experience and deep expertise in aerospace and defense, where we see a long runway for growth. With Mark’s appointment,
the leadership team is fully in place, and we have the clarity and capability to move forward boldly and with speed.”
Prior to GXO, Suchinski served as Chief
Financial Officer for The GEO Group, Inc., a leading global provider of solutions for government partners across a spectrum of diversified
correctional and community reentry services. Prior to that, he served as Chief Financial Officer of Spirit AeroSystems, the largest diversified
non-OEM designer and manufacturer of aerostructures for commercial, defense and space and aftermarket globally, with responsibility for
financial reporting, Treasury, Investor Relations and Strategy. Earlier in his career, he served as Chief Accounting Officer at
Home Products International and Controller at US Freightways. He holds a Bachelor of Business Administration from DePaul University.
Since joining GXO in August 2025,
GXO CEO Patrick Kelleher has strengthened the leadership team with key appointments in Commercial, Operations and the Americas and Asia
Pacific region to deliver faster growth, higher margins and sharper execution.
About GXO
GXO Logistics, Inc. (NYSE: GXO)
is the world’s largest pure-play contract logistics provider and is positioned to capitalize on the rapid growth of ecommerce,
automation and outsourcing. GXO has over 150,000 team members across more than 1,000 facilities, totaling more than 200 million square
feet. The company serves the world’s leading blue-chip companies to solve complex logistics challenges with technologically advanced
supply chain and ecommerce solutions, at scale and with speed. GXO corporate headquarters is in Greenwich, Connecticut. Visit GXO.com for
more information and connect with GXO on LinkedIn, X, Facebook, Instagram and YouTube.
Media contact
Matthew Schmidt
+1 203-307-2809
matt.schmidt@gxo.com
Investor
contact
Kristine Kubacki,
CFA
+1 203-769-7206
kristine.kubacki@gxo.com