GXO Logistics Inc

For the period ended May 21, 2024. Filed Apr 26, 2024.

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 21, 2024 · Filed Apr 26, 2024

GXO$55.180.0%Stored close · as of Nov 6, 2026

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Contents

PROXY STATEMENT SUMMARY

This Proxy Statement sets forth information relating to the solicitation of proxies by the Board of Directors (the “Board of Directors” or “Board”) of GXO Logistics, Inc. (“GXO” or our “company”) in connection with our 2024 Annual Meeting of Stockholders (the “Annual Meeting”). This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

2024 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement and form of proxy are first being mailed on or about April 26, 2024, to our stockholders of record as of the close of business on April 12, 2024 (the “Record Date”).

Date and Time			Place			Record Date
			Tuesday, May 21, 2024, at 10:00 a.m. Eastern Time						Virtual Meeting Site: meetnow.global/MRP597K					You can vote if you were a stockholder of record as of the close of business on April 12, 2024

Admission: You will not be able to attend the Annual Meeting in person this year. You can access the Annual Meeting at https://meetnow.global/MRP597K. You will need to provide the control number on your proxy card to access the Annual Meeting. If the shares of common stock you hold are in an account at a broker, dealer, commercial bank, trust company or other nominee (i.e., in “street name”), you must register in advance to participate in the Annual Meeting, vote electronically and submit questions during the live webcast of the Annual Meeting. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares. Requests for registration should be directed to our transfer agent, Computershare Trust Company, N.A. (“Computershare”), by email atlegalproxy@computershare.com no later than 5:00 p.m. Eastern Time on May 16, 2024. You will receive a confirmation of your registration with a control number by email from Computershare. At the time of the meeting, go to https://meetnow.global/MRP597K and enter your control number.

VOTING MATTERS AND BOARD RECOMMENDATIONS

The Board is not aware of any matter that will be presented for a vote at the Annual Meeting other than those shown below.

	Board Vote Recommendation	Page Reference (for more detail)
PROPOSAL 1: Election of Directors To elect three (3) members of our Board of Directors as Class III directors for a term to expire at the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified.	FOReach DirectorNominee	12-25, 55
PROPOSAL 2: Ratification of the Appointment of our Independent Public Accounting Firm To ratify the appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal year 2024.	FOR	53-54, 56
PROPOSAL 3: Advisory Vote to Approve Executive Compensation To conduct an advisory vote to approve the executive compensation of the company’s named executive officers (“NEOs”) as disclosed in this Proxy Statement.	FOR	29-52, 57
PROPOSAL 4: Charter Amendment to the Amended and Restated Certificate of Incorporation: To approve an amendment to the company’s amended and restated certificate of incorporation to adopt provisions allowing officer exculpation under Delaware law.	FOR	58

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GOVERNANCE HIGHLIGHTS

	Board and Committee Independence			Six of our nine current directors are independent. The Audit Committee, Compensation Committee and Nominating, Corporate Governance and Sustainability Committee consist entirely of independent directors.
	Independent Board Oversight and Leadership Roles			Our Board has a lead independent director whose role is to complement our independent committees and independent committee chairs in providing effective Board oversight. Our Board also has an independent vice chair responsible for providing support on key governance matters and stockholder engagement to our chairman, lead independent director and the Board. These independent structures work in conjunction with our chairman. The Board believes its leadership structure as well as the leadership structure of our company function cohesively and serve the best interests of our stockholders based on our company’s strategy and ownership structure.
	Board Refreshment			Our Board is committed to ensuring that its composition includes a range of expertise aligned with our company’s business as well as fresh perspectives on strategy. One of the ways the Board acts on this commitment is through the thoughtful refreshment of directors when appropriate. The Board has a process to seek highly qualified director candidates who bring relevant experience to the Board in light of our growing scale and diversity.
	Committee Rotations			As part of its annual review of committee assignments, the Board will periodically reconstitute its committees and their chairs to ensure effective functioning and new perspectives.
	Director Elections			Our Board is currently composed of members of each class serving staggered three-year terms. We currently have three directors in Class I, three directors in Class II and three directors in Class III. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes. By 2025, all of our directors will stand for election each year for one-year terms, and our Board will therefore no longer be divided into three classes.
	Majority Voting for Director Elections			Our bylaws provide for a majority voting standard in uncontested elections and further require that a director who fails to receive a majority vote must promptly tender his or her resignation to the Board.
	Board Evaluations			Our Board reviews committee and director performance through an annual process of self-evaluation.
	Risk Oversight and Financial Reporting			By engaging in regular deliberations and participating in management meetings, our Board seeks to provide robust oversight of current and potential risks facing our company. Our Audit Committee contributes to strong financial reporting oversight through regular meetings with management and dialogue with our auditors.
	Cybersecurity			Our Board maintains direct oversight over information technology and cybersecurity risk. The Board both receives and provides feedback on regular updates from management regarding information technology and cybersecurity governance processes, policies and business continuity plans, the status of projects to strengthen internal cybersecurity and the results of security breach simulations.
	Active Participation			Our Board held 13 meetings in 2023. Each person currently serving as a director attended over 85% of the Board meetings as well as over 75% of the meetings of any committee(s) on which he or she served. All directors are invited to attend committee meetings even if they are not members of the committee.
	Clear Oversight of Sustainability			Our Nominating, Corporate Governance and Sustainability Committee supports the Board in its oversight of our company’s purpose-driven sustainability strategies and external disclosures. This includes engaging with management on material environmental, social and governance (“ESG”) matters, including how we manage climate change and related risks and impacts, and stakeholder perspectives as well as reviewing the company’s annual ESG Report.

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2024 BOARD OF DIRECTORS NOMINEES

Our Board aims to create a diverse and highly skilled team of directors who provide our global company with thoughtful board oversight. When selecting new directors, our Board considers, among other things, the nominee’s breadth of experience, financial expertise, integrity, ability to make independent analytical inquiries, understanding of our business environment, skills in areas relevant to our growth drivers and willingness to devote adequate time to Board duties—all in the context of the needs of the Board at that point in time and with the objective of ensuring a diversity of backgrounds, expertise and viewpoints. Our Board also endeavors to include highly qualified women and individuals from underrepresented groups in the candidate pool. The composition of our Board at year-end 2023 was:

The following table provides summary information about each director nominee. Our Board is currently classified with members of each class serving staggered three-year terms. We currently have three directors in Class I, three directors in Class II and three directors in Class III. By 2025, all of our directors will stand for election each year for one-year terms, and our Board will therefore no longer be divided into three classes.


Name	Director Since	Age	Occupation	Independent	AC	CC	NCGSC
Brad Jacobs	2021	67	Executive Chairman of the board of directors of XPO, Inc. and non-executive chairman of the board of directors of RXO, Inc.	N
Marlene Colucci	2021	61	Chief Executive Officer, The Business Council	Y		✓	✓
Oren Shaffer	2021	81	Former Vice Chairman and Chief Financial Officer, Qwest Communications International, Inc.	Y	C

	AC = Audit Committee CC = Compensation Committee			NCGSC = Nominating, Corporate Governance and Sustainability Committee			C = Committee Chair ✓= Committee Member

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The following table provides a summary of the qualifications and experience of our directors and director nominees.

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2023 PERFORMANCE HIGHLIGHTS

In 2023, we reported the following key metrics of financial performance:

See Annex A for reconciliations of non-GAAP financial measures.

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ENVIRONMENTAL SUSTAINABILITY EFFORTS

We are focused on promoting sustainability in our operations for three key reasons: First, it is the right thing to do. Second, it reduces our costs in the short and long term while increasing the resilience of our operations into the future. And third, it is vitally important to our customers. We expect to publish our 2023 ESG Report soon, highlighting our initiatives in the following areas:

Environmental			Social			Governance
We see our business as uniquely suited to support the global transition to a circular economy that focuses on reducing waste and keeping products and materials in circulation as long as possible. We work with our customers to develop innovative, sustainable solutions that help them better serve their customers and achieve their own environmental goals while dramatically decreasing costs. Often, the positive results of these efforts are not reflected in our own environmental footprint. We understand that efficiencies in delivering products to consumers, including product returns, can reduce overall carbon footprints as well as decrease the need for excess manufacturing and avoid waste. In addition to helping our customers succeed, we have set our own bold environmental sustainability targets and are on track to meet or exceed them:			We are building a workplace that cares for and develops our team members while we seek new ways to strengthen the communities in which we live and work. With more than 130,000 team members in operations worldwide, we strive to be an employer of choice. We recognize the amazing potential we have to create new opportunities, not only for our customers, but also for our teams and communities. We seek to create a positive work environment through ensuring the safety of our gamechangers, cultivating a culture of inclusion and belonging, providing opportunities for growth, providing competitive benefits, using innovation to make our gamechangers more efficient in what they do and supporting the causes that matter to their local communities. These efforts result in happier, more engaged team members and satisfied customers.			Throughout our organization and across more than 970 warehouses around the world, our values and our commitment to ESG guide the decisions we make. Doing business the right way supports our efforts to be an employer of choice as well as a business partner of choice, with our strong governance practices enabling customers to comfortably entrust us with their critical supply chain operations.

2023 COMPENSATION HIGHLIGHTS

The Compensation Committee’s pay-for-performance philosophy is focused on rewarding our executives for performance that creates substantial, long-term value for our stockholders. As a result, long-term incentive compensation is tied to ambitious goals for key operational indicators that incentivize our executives to drive long-term stockholder value creation. Over time, we expect our financial and operational results to demonstrate the merits of this philosophy for our stockholders.

Further details about executive compensation decisions are described in the “Executive Compensation Elements and Outcomes for 2023” section of the Compensation Discussion and Analysis of this Proxy Statement.

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