RXO (NYSE: RXO) investors approve directors, Deloitte and incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

RXO, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 12, 2026. Stockholders elected eight directors for terms running until the 2027 annual meeting, with support levels generally around 148–149 million votes in favor for most nominees.

They ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 154,953,800 votes for and minimal opposition. Stockholders also approved an amendment to the 2022 Omnibus Incentive Compensation Plan to increase available shares, and supported executive compensation in a nonbinding advisory vote, with 142,771,274 votes in favor.

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

Votes for Troy Cooper: 149,345,349 votes Votes for Thomas Szlosek: 138,216,532 votes Auditor ratification for votes: 154,953,800 votes +3 more

6 metrics

Votes for Troy Cooper 149,345,349 votes Director election at 2026 annual meeting

Votes for Thomas Szlosek 138,216,532 votes Director election at 2026 annual meeting

Auditor ratification for votes 154,953,800 votes Deloitte & Touche LLP ratified for fiscal year ending December 31, 2026

Incentive plan amendment for votes 138,514,352 votes Amendment to 2022 Omnibus Incentive Compensation Plan

Say-on-pay for votes 142,771,274 votes Advisory vote on executive compensation

Broker non-votes on proposals 1, 3, 4 5,616,809 votes Standard broker non-votes across specified proposals

Key Terms

broker non-votes, independent registered public accounting firm, Omnibus Incentive Compensation Plan, nonbinding, advisory resolution, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes Drew Wilkerson | 148,724,142 | 720,641 | 21,730 | 5,616,809"

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.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm"

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.

Omnibus Incentive Compensation Plan financial

"approved an amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan to increase the number of available shares thereunder"

An omnibus incentive compensation plan is a single, flexible program that lets a company grant different kinds of pay — such as cash bonuses, stock options, restricted stock, or performance awards — to employees, executives and directors. Investors care because the plan affects how much ownership can be given away (dilution), how much the company spends on pay, and whether executives’ goals are aligned with shareholders, much like a menu that decides what rewards staff can pick and how costly they are.

nonbinding, advisory resolution financial

"approved a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers"

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.

Understanding 8-K Material Events →

05/13/2026 - 04:16 PM

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 12, 2026

RXO, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-41514	88-2183384
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


11215 North Community House Road			28277
Charlotte, NC
(Address of principal executive offices)			(Zip Code)

(980) 308-6058

(Registrant’s telephone number, including area code)

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, par value $0.01 per share

RXO

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 5.07 Submission of Matters to a Vote of Security Holders.

RXO, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 12, 2026. The following matters, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2026 (the “Proxy Statement”), were voted upon by the Company’s stockholders at the Annual Meeting. The final voting results are below:

Proposal 1 – Election of Directors.

Each of the following individuals were elected by the stockholders to serve as directors of the Company for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon the votes set forth in the table below:


Name of Nominee	For	Against	Abstain	Broker Non-Votes

Drew Wilkerson	148,724,142	720,641	21,730	5,616,809
Christine Breves	148,761,576	660,501	44,436	5,616,809
Troy Cooper	149,345,349	99,514	21,650	5,616,809
Adrian Kingshott	148,479,739	965,016	21,758	5,616,809
Mary Kissel	149,189,148	255,835	21,530	5,616,809
Michelle Nettles	148,940,369	504,946	21,198	5,616,809
Stephen Renna	149,029,914	415,087	21,512	5,616,809
Thomas Szlosek	138,216,532	11,228,147	21,834	5,616,809

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026 based upon the votes set forth in the table below:


For	Against	Abstain

154,953,800	102,291	27,231

Proposal 3 – Approval of an Amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan.

The Company’s stockholders approved an amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan to increase the number of available shares thereunder based upon the votes set forth in the table below:


For	Against	Abstain	Broker Non-Votes

138,514,352	10,452,178	499,983	5,616,809

Proposal 4 – Advisory Vote to Approve Executive Compensation.

The Company’s stockholders approved a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, based upon the votes set forth in the table below:


For	Against	Abstain	Broker Non-Votes

142,771,274	6,645,497	49,742	5,616,809

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 13, 2026	RXO, INC.

	By:	/s/ Jeffrey D. Firestone
		Jeffrey D. Firestone
		Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did RXO (RXO) stockholders decide at the 2026 annual meeting?

RXO stockholders elected eight directors, ratified Deloitte & Touche LLP as auditor, approved an amendment to the 2022 Omnibus Incentive Compensation Plan, and backed executive pay in an advisory vote. All management proposals received strong majority support based on the reported voting totals.

Which directors were elected at RXO (RXO)’s 2026 annual meeting and with how many votes?

RXO stockholders elected Drew Wilkerson, Christine Breves, Troy Cooper, Adrian Kingshott, Mary Kissel, Michelle Nettles, Stephen Renna, and Thomas Szlosek. Most nominees received about 148–149 million votes for; the lowest “for” total was 138,216,532 and the highest was 149,345,349.

Did RXO (RXO) stockholders ratify Deloitte & Touche as the company’s auditor?

Yes. RXO stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 154,953,800 votes for, 102,291 votes against, and 27,231 abstentions, indicating overwhelming support for the auditor’s appointment.

What change was approved to the RXO (RXO) 2022 Omnibus Incentive Compensation Plan?

Stockholders approved an amendment to the RXO 2022 Omnibus Incentive Compensation Plan to increase the number of available shares. The proposal received 138,514,352 votes for, 10,452,178 against, 499,983 abstentions, and 5,616,809 broker non-votes, reflecting strong but not unanimous support.

How did RXO (RXO) stockholders vote on executive compensation in 2026?

RXO stockholders approved a nonbinding advisory resolution on executive compensation. The say-on-pay proposal received 142,771,274 votes for, 6,645,497 against, 49,742 abstentions, and 5,616,809 broker non-votes, showing a clear majority in favor of the company’s named executive officer pay packages.

When and where was the RXO (RXO) 2026 Annual Meeting of Stockholders held?

RXO held its 2026 Annual Meeting of Stockholders on May 12, 2026. The company’s principal executive offices are located at 11215 North Community House Road, Charlotte, North Carolina 28277, which provides context for the firm’s corporate base and governance activities.

Filing Exhibits & Attachments

3 documents