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XPO (NYSE: XPO) investors back board slate, KPMG and pay at 2026 meeting

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

XPO, Inc. reported the results of its 2026 annual meeting of stockholders held on May 19, 2026. Stockholders elected all seven director nominees, including Mario Harik, who received 105,394,515 votes for and 1,268,198 votes against, with 41,475 abstentions and 4,266,348 broker non-votes.

Stockholders also ratified the appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2026, with 110,661,351 votes for, 252,095 votes against, and 57,090 abstentions. In addition, they approved the advisory vote on executive compensation, which received 105,514,627 votes for, 1,094,492 votes against, 95,069 abstentions, and 4,266,348 broker non-votes.

Positive

  • None.

Negative

  • None.
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.
Votes for Mario Harik 105,394,515 votes Director election at 2026 annual meeting
Votes against Mario Harik 1,268,198 votes Director election at 2026 annual meeting
Votes for KPMG ratification 110,661,351 votes Auditor ratification for fiscal 2026
Votes against KPMG ratification 252,095 votes Auditor ratification for fiscal 2026
Votes for say-on-pay 105,514,627 votes Advisory vote on executive compensation
Votes against say-on-pay 1,094,492 votes Advisory vote on executive compensation
Broker non-votes on directors 4,266,348 votes Director elections at 2026 annual meeting
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.
advisory vote financial
"approve the advisory vote on the Company’s executive compensation"
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.
broker non-votes financial
"Broker Non-Votes | -------------------------------------------------------------------------------- Mario Harik ... 4,266,348"
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.
emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 →
false 0001166003 0001166003 2026-05-19 2026-05-19 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 19, 2026

 

XPO, INC.

(Exact name of registrant as specified in its charter) 

 

Delaware    001-32172    03-0450326
(State or other jurisdiction of
incorporation) 		   (Commission File Number)    (IRS Employer
Identification No.)

 

Five American Lane, Greenwich, Connecticut 06831
(Address of principal executive offices)

 

(855) 976-6951

(Registrant’s telephone number, including area code)

 

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:

 

¨ 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 $0.001 per share   XPO   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.

 

(a)       The 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of XPO, Inc. (the “Company”) was held on May 19, 2026.

 

(b)       At the 2026 Annual Meeting, the stockholders considered each of the proposals presented in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) for the 2026 Annual Meeting and voted to (1) elect each of the Company’s nominees for director; (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 Company’s executive compensation. The proposals are further described in the Proxy Statement.

 

1.         Election of directors:

 

Nominee  Votes For   Votes Against   Abstentions   Broker
Non-Votes		 
Mario Harik   105,394,515    1,268,198    41,475    4,266,348 
Bella Allaire   105,579,915    1,093,228    31,045    4,266,348 
J. Wes Frye   105,911,942    761,635    30,611    4,266,348 
Michael G. Jesselson   105,326,752    1,335,993    41,443    4,266,348 
Allison Landry   106,563,698    109,533    30,957    4,266,348 
Irene Moshouris   106,423,904    232,068    48,216    4,266,348 
Johnny C. Taylor, Jr.   105,806,915    865,806    31,467    4,266,348 

 

2.Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026:

 

Votes For   110,661,351 
Votes Against   252,095 
Abstentions   57,090 
Broker Non-Votes   0 

 

3.Advisory vote to approve executive compensation:

 

Votes For   105,514,627 
Votes Against   1,094,492 
Abstentions   95,069 
Broker Non-Votes   4,266,348 

 

 

 

  

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: May 19, 2026 XPO, INC.
   
  By: /s/ Wendy Cassity
    Wendy Cassity
    Chief Legal Officer and Corporate Secretary
 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did XPO (XPO) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three key items: electing seven directors, ratifying KPMG LLP as the independent registered public accounting firm for 2026, and approving an advisory vote on XPO’s executive compensation program, all as described in the company’s Schedule 14A proxy statement.

Were all XPO (XPO) director nominees elected at the 2026 annual meeting?

Yes, all seven XPO director nominees were elected. For example, Mario Harik received 105,394,515 votes for and 1,268,198 votes against, with 41,475 abstentions and 4,266,348 broker non-votes, indicating stockholder support for the proposed board slate.

Did XPO (XPO) stockholders ratify KPMG as the 2026 independent auditor?

Yes, stockholders ratified KPMG LLP as XPO’s independent registered public accounting firm for fiscal year 2026, with 110,661,351 votes for, 252,095 votes against, and 57,090 abstentions, and no broker non-votes reported for this auditor ratification proposal.

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

Stockholders approved the advisory vote on XPO’s executive compensation. The say-on-pay proposal received 105,514,627 votes for, 1,094,492 votes against, 95,069 abstentions, and 4,266,348 broker non-votes, reflecting overall support for the company’s executive pay practices.

What are broker non-votes in the XPO (XPO) 2026 annual meeting results?

Broker non-votes are shares held by brokers that weren’t voted on certain proposals because the beneficial owners gave no instructions. For director elections and say-on-pay, XPO reported 4,266,348 broker non-votes, while the auditor ratification proposal had zero broker non-votes.

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