STOCK TITAN

XPO, Inc. (NYSE: XPO) adds Michael Kneeland to expand its board

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

XPO, Inc. appointed Michael Kneeland to its board of directors, effective July 27, 2026. Under the bylaws, he will serve until the 2027 annual meeting of stockholders or until a successor is elected or he departs earlier. The appointment expands the board to eight members, seven of whom are independent.

Kneeland is non-executive chairman of United Rentals and also chairs Gildan Activewear and serves on the board of GXO Logistics. As a non-employee director, he is eligible for an annual cash retainer of $80,000 and an annual RSU grant valued at $190,000. On July 27, 2026, he received a prorated grant of 388 RSUs, vesting January 4, 2027, subject to continued service. The company states there are no related party transactions or arrangements connected to his selection.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Annual cash retainer $80,000 Annual cash retainer for XPO non-employee directors including Michael Kneeland
Annual RSU grant value $190,000 Target value of annual restricted stock unit grant for non-employee directors
Initial RSU grant to Kneeland 388 RSUs Prorated RSU grant on July 27, 2026, vesting January 4, 2027
Board size 8 members Total XPO board members after Michael Kneeland’s appointment
Independent directors 7 members Number of independent directors on XPO’s eight-member board
Shareholder value created $60 billion Value cited as created by Michael Kneeland and his teams over his career
Freight volume 16 billion pounds Amount of freight XPO moves per year in North America
Network scale 55,000 customers; 594 locations; 37,000 employees XPO operational footprint in North America and Europe
restricted stock unit financial
"an annual restricted stock unit (“RSU”) grant (currently $190,000 in value)"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
non-executive chairman financial
"Mr. Kneeland is non-executive chairman of United Rentals"
A non-executive chairman leads a company's board of directors but does not run day-to-day operations or hold an executive management role; they focus on overseeing strategy, setting board agendas, and holding executives accountable. For investors, this role matters because a capable, independent chair can strengthen corporate governance, reduce management risk, and influence long-term strategy and leadership choices—like a team captain who watches the game and makes calls without playing on the field.
less-than-truckload (LTL) freight transportation technical
"is a leader in asset-based less-than-truckload (LTL) freight transportation"
independent directors financial
"The appointment expands XPO’s board to eight members, seven of whom are independent"
Members of a company’s board who do not have significant business, family, or financial ties to the company and are not part of its management; they are chosen to provide impartial oversight of strategy, financial reporting, executive pay and risk. They matter to investors because independent directors act like an objective referee, helping ensure decisions favor shareholders’ long-term interests rather than insiders, which can strengthen trust and reduce the chance of mismanagement or conflicts of interest.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did XPO (XPO) announce regarding its board of directors?

XPO announced that Michael Kneeland has joined its board of directors effective July 27, 2026, increasing the board to eight members, seven of whom are independent.

What is the term of Michael Kneeland’s directorship at XPO (XPO)?

Michael Kneeland will serve as an XPO director until the company’s 2027 annual meeting of stockholders, or until a successor is elected or he departs earlier under standard conditions.

How will Michael Kneeland be compensated as an XPO (XPO) director?

As a non-employee director, Kneeland is entitled to an annual $80,000 cash retainer and an annual $190,000 RSU grant, plus an initial prorated grant of 388 RSUs vesting January 4, 2027.

What prior experience does Michael Kneeland bring to XPO (XPO)?

Kneeland is non-executive chairman of United Rentals, has chaired Gildan Activewear, and serves on the board of GXO Logistics, after leading United Rentals as CEO from 2007 to 2019.

How large is XPO’s (XPO) freight operation according to this announcement?

XPO reports moving 16 billion pounds of freight per year, serving 55,000 customers through 594 locations with 37,000 employees in North America and Europe.
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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): July 24, 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)    (I.R.S. Employer
Identification No.)

 

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

 

(855) 976-6951

(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 $0.001 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 24, 2026, the Board of Directors (the “Board”) of XPO, Inc. (the “Company”) appointed Mr. Michael Kneeland as a member of the Board, effective July 27, 2026.

 

Mr. Kneeland is non-executive chairman of United Rentals, the world’s largest equipment rental company. He joined United Rentals in 1998 and subsequently led the company as chief executive officer from 2007 to 2019, including 10 concurrent years as president. He became chairman upon his retirement in 2019. He has also served as a director of GXO Logistics, Inc. since 2025, and non-executive chair of the board of directors of Gildan Activewear Inc. since 2024.

 

Pursuant to the Company’s bylaws, Mr. Kneeland will serve as a director for an initial term until the Company’s 2027 annual meeting of stockholders or until his successor shall have been duly elected and qualified or until his earlier resignation, retirement, death, disqualification or removal from office.

 

As a non-employee director, Mr. Kneeland will be entitled to receive an annual cash retainer (currently $80,000) and an annual restricted stock unit (“RSU”) grant (currently $190,000 in value), which is granted on the first business day of each calendar year and vests on the first business day of the next calendar year. The number of RSUs granted is determined by dividing $190,000 by the average of the closing price of the Company’s common stock on the ten trading days immediately preceding the grant date. On July 27, 2026, Mr. Kneeland received a prorated grant of 388 RSUs that will vest on January 4, 2027, subject to his continued service as a director of the Company.

 

Since the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Kneeland that would be reportable under Item 404(a) of Regulation S-K. There are no arrangements or understandings between Mr. Kneeland and any other persons pursuant to which Mr. Kneeland was selected as a director, and Mr. Kneeland has no family relationships with any of the Company’s directors or executive officers.

 

Item 8.01. Other Events.

 

On July 27, 2026, the Company issued a press release announcing the appointment of Mr. Kneeland to the Board. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Exhibit Description
99.1   Press Release, dated July 27, 2026, issued by XPO, 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: July 27, 2026 XPO, INC.
     
  By: /s/ Kyle Wismans
    Kyle Wismans
    Chief Financial Officer

 

 

 

Exhibit 99.1

 

XPO Appoints Michael Kneeland to Board of Directors 

 

GREENWICH, Conn., July 27, 2026 XPO (NYSE: XPO), a leading provider of freight transportation in North America, today announced that Michael Kneeland has joined the company’s board of directors, effectively immediately. The appointment expands XPO’s board to eight members, seven of whom are independent.

 

Mario Harik, chairman and chief executive officer of XPO, said, “Michael is an outstanding addition to our board. Throughout his career, he and his teams have created more than $60 billion in shareholder value through operational excellence, disciplined capital allocation and strategic governance. His expertise is strongly aligned with XPO’s commitment to delivering outsized returns for our shareholders.”

 

Kneeland is non-executive chairman of United Rentals, the world’s largest equipment rental company. He additionally serves as chairman of Gildan Activewear, and as a director of XPO spin-off GXO Logistics. Kneeland joined United Rentals in 1998 and subsequently led the company as chief executive officer from 2007 to 2019, including 10 concurrent years as president. He became chairman upon his retirement in 2019.

 

For additional information on XPO’s board of directors and senior management team, visit the Leadership section of the company’s website.

 

About XPO

XPO, Inc. (NYSE: XPO) is a leader in asset-based less-than-truckload (LTL) freight transportation in North America. The company’s customer-focused organization efficiently moves 16 billion pounds of freight per year, enabled by its proprietary technology. XPO serves 55,000 customers with 594 locations and 37,000 employees in North America and Europe, and is headquartered in Greenwich, Conn., USA. Visit xpo.com for more information, and connect with XPO on LinkedIn, Facebook, X, Instagram and YouTube.

 

Investor Contact
Brian Scasserra
+1 617-607-6429
brian.scasserra@xpo.com

 

Media Contact
Cole Horton
+1 203-609-6004
cole.horton@xpo.com

 

 

Filing Exhibits & Attachments

4 documents