XPO, Inc.

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This Proxy Statement Summary highlights information contained in our Proxy Statement, which sets forth information relating to the solicitation of proxies by the Board of Directors of XPO, Inc. (the “Board of Directors” or the “Board”) in connection with our 2025 Annual Meeting of Stockholders. The summary does not reflect all of the information you should consider, and you are urged to read the proxy materials carefully before voting.

2025 ANNUAL MEETING OF STOCKHOLDERS

Our Notice of Internet Availability of Proxy Materials (the “Notice”) is first being distributed on or about April 2, 2025 to stockholders of record of our common stock as of the close of business on March 25, 2025 (the “Record Date”). The Notice provides instructions on how to access our proxy materials and vote online.

Admission Using Your Control Number: The Annual Meeting will be conducted exclusively as a live webcast that you can access with the control number you receive on your proxy card. At the time of the Annual Meeting, go tomeetnow.global/M6DAT65 and enter your control number. 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 will have to register in advance in order to participate and vote at the Annual Meeting and submit questions during the live webcast. 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 Monday, May 5, 2025. You will receive confirmation of your registration and your control number in an email from Computershare. Enter your control number atmeetnow.global/M6DAT65 to access the Annual Meeting.

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.

ABOUT XPO

XPO is a leading provider of freight transportation services, with company-specific avenues for value creation. We use our proprietary technology to move goods efficiently through our customers’ supply chains in North America and Europe. As of December 31, 2024, we had approximately 38,000 employees serving approximately 55,000 customers through 614 locations in 17 countries.

Our North American Less-Than-Truckload (“LTL”) segment is the largest component of our business, with an expansive network of professional drivers and owned trucks and service centers. Shippers value our premium service and network coverage, which extends to 99% of all U.S. postal codes and all 50 states, as well as Canada, Mexico and the Caribbean.

Our culture ensures a superior customer service experience by prioritizing the attributes that LTL customers value most, such as on-time performance and damage-free shipping. In addition, we are committed to continuously improving our network efficiency and labor productivity, while optimizing freight flows at all levels of demand. For the full year 2024, our customer-focused organization of truck drivers, service center teams and sales professionals worked together to move approximately 18 billion pounds of freight through our LTL network.

2024 COMPANY PERFORMANCE HIGHLIGHTS

In 2024, our named executive officers (“NEOs”) were instrumental in driving XPO’s achievement of numerous strategic, financial and operational goals through the execution of our strategy and LTL growth plan. Despite a soft industry freight environment, the strong leadership of our NEOs delivered financial results that outpaced expectations, enhanced service quality, realized record levels of customer satisfaction and employee engagement, and positioned the business to generate sustainable long-term stockholder value:

The chart below illustrates XPO’s Total Shareholder Return (TSR), as compared to the S&P 500 and S&P Transportation Select Index:

Our NEOs are moving XPO forward from a position of strength as one of the largest LTL networks in North America, with approximately 9% share of the $52 billion LTL market, based on 2023 industry revenue. We are making significant progress in executing our plan for profitable growth and margin expansion, and we see a long runway ahead to continue to deliver outsized stockholder value.

2025 BOARD OF DIRECTORS NOMINEES

Our Board aims to create a diverse and highly skilled team of directors who provide our company with valuable 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 endeavors to include highly qualified women and individuals from historically underrepresented groups in the candidate pool and has engaged in a purposeful process of regular refreshment. The composition of our Board as of the Record Date was:

The following table provides summary information about each director nominee and their committee memberships as of the date of this Proxy Statement. Each director is elected annually by a majority of the votes cast.

SUMMARY OF QUALIFICATIONS AND EXPERIENCE OF DIRECTOR NOMINEES

GOVERNANCE HIGHLIGHTS

SUSTAINABILITY APPROACH

Our approach to sustainability is guided by our commitment to deliver long-term value to our stockholders. We regularly engage with our stockholders to obtain their input on evolving expectations related to sustainability. The key sustainability issues that we believe can have a meaningful impact on our delivery of stockholder value, and that align with stockholder feedback, include health and safety, employee engagement, talent management, data security and privacy, compliance with applicable laws and regulations related to the environment, fleet management and innovation, network optimization, corporate governance and ethical conduct.

The Nominating, Corporate Governance and Sustainability Committee of the Board oversees the company’s sustainability strategies, performance and disclosures, and engages with management to provide oversight in these areas.

STOCKHOLDER ENGAGEMENT AND RESPONSIVENESS

The Board considers engagement with stockholders on corporate governance, executive compensation and risk oversight to be a critical component of its stewardship responsibilities. We have established a robust, year-round stockholder engagement program to foster dialogue and seek stockholder perspectives on a broad range of topics, informing the Board’s decision-making.

At our 2024 Annual Meeting of Stockholders, our directors received 99% support on average, and our say-on-pay proposal received 97% support. These results reflect strong support for the Board and for XPO’s executive compensation program, which we designed in direct response to stockholder feedback. The Board is appreciative of our stockholders’ support and remains committed to ongoing engagement.

As a part of our annual engagement efforts, in the autumn of 2024, we reached out to stockholders representing 69% of XPO’s common stock, as well as to the leading proxy advisory firms. We met with each stockholder and proxy advisor who accepted our request for engagement, representing 37% of our common stock.

Scope of Autumn 2024 Stockholder Outreach

Aggregate Stockholders Holding % of Shares Outstanding(1)

(1)

Calculated based on stockholder positions and shares outstanding as of September 6, 2024, representing time of outreach and engagement.

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During these engagements, we discussed a range of topics, including Board composition, the Board’s approach to risk oversight, and our executive compensation program. Stockholders voiced their appreciation for XPO’s responsiveness to prior feedback in designing an executive compensation program with a formulaic short-term incentive structure based on key operational metrics and an annual long-term incentive award with multi-year performance and vesting periods. Stockholders also appreciated the robust Compensation Discussion and Analysis (“CD&A”) disclosures that were further enhanced in last year’s CD&A in response to feedback, including the Compensation and Human Capital Committee’s approach to establishing executive pay levels based on market pay practices and individual qualifications. Overall, stockholders expressed support for our compensation program, its strong alignment of pay with performance, its ability to drive long-term stockholder value, and its effectiveness in retaining key executive talent.

After considering the 2024 say-on-pay result and the feedback received during our engagement with stockholders, the Compensation and Human Capital Committee determined that our current executive compensation program design continues to best serve XPO and its stockholders. This year’s CD&A continues to provide robust disclosures on our program’s alignment of pay with performance.