GXO Logistics, Inc.
For the period ended May 20, 2026. Filed Apr 22, 2026.
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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 20, 2026 · Filed Apr 22, 2026
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 2026 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.
2026 ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement and form of proxy are first being mailed on or about April 22, 2026, to our stockholders of record as of the close of business on April 16, 2026 (the “Record Date”).
| Date and Time | | Place | | Record Date | |||||
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| | Wednesday, May 20, 2026, at9:00 a.m. Eastern Time | | | Virtual Meeting Site:meetnow.global/M5JFT4M | | | You can vote if you were astockholder of record as of theclose of business on April 16, 2026 | ||
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/ M5JFT4M. 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 15, 2026. 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/M5JFT4M 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 VoteRecommendation | | Page Reference(for more detail) |
|---|---|---|---|---|
| PROPOSAL 1: Election of DirectorsTo elect ten (10) members of our Board of Directors for a term to expire at the 2027 Annual Meeting of Stockholders or until their respective successors shall have been duly elected and qualified or until their earlier resignation or removal. | | FOReach DirectorNominee | | 14-29, 64 |
| PROPOSAL 2: Ratification of the Appointment of our Independent Public Accounting FirmTo ratify the appointment of KPMG LLP (“KPMG”) as the company’s independent registered public accounting firm for fiscal year 2026. | | FOR | | 62-63, 65 |
| PROPOSAL 3: Advisory Vote to Approve Executive CompensationTo conduct an advisory vote to approve the executive compensation of the company’s named executive officers (“NEOs”) as disclosed in this Proxy Statement. | | FOR | | 34-61, 66 |
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GOVERNANCE HIGHLIGHTS
| Board and CommitteeIndependence | | All of our current directors are independent. Nine (9) of ten (10) director nominees are independent. The Audit Committee, Compensation Committee, Nominating, Corporate Governance and Sustainability Committee and Operational Excellence Committee consist entirely of independent directors. |
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| Independent Board Oversight and Leadership Roles | | Our Board has an Independent Chairman and Lead Independent Director. Our Lead Independent Director's role is to complement our independent committees and independent committee chairs in providing effective Board oversight. 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, ownership structure and recent executive leadership transition. |
| 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. As part of our ongoing commitment to Board refreshment, we have one (1) new director nominee standing for election at the Annual Meeting. Since 2025, we have substantially refreshed the Board, adding a significant number of independent directors with deep expertise in automation, technology, global supply chain operations, and strategic growth to align with and support GXO’s long-term strategy. |
| 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 | | All of our directors shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified or until their earlier resignation or removal. |
| 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, including the use of relevant Artificial Intelligence (“AI”) 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 10 meetings in 2025. Each person currently serving as a director attended over 80% of the Board meetings as well as over 90% of the meetings of the 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 matters, including how we manage climate change and related risks and impacts, and stakeholder perspectives as well as reviewing the company’s annual Impact Report. |
| Established Operational Excellence Committee | | In April 2025, the Board established the Operational Excellence Committee to review the company’s strategies and objectives with respect to continuous improvement of quality and service, operational efficiency, cost control, occupational safety, environmental compliance and technological innovation, effective on the date of the Annual Meeting. Alongside management, the Operational Excellence Committee also reviews reports and key performance indicators relating to the company's trends in operational excellence and achievements against strategies and objectives. |
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STOCKHOLDER OUTREACH AND ENGAGEMENT
We view regular stockholder engagement as an important component of strong corporate governance. Through regular dialogue on matters such as strategy, governance, executive compensation, and sustainability, we seek to better understand stockholder perspectives and enhance our practices. Our investor relations team maintains consistent outreach to both current and prospective stockholders, and the feedback received is shared with executive management and the Board and incorporated into our strategic decision-making.
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| Post 2025 AGM Stockholder Engagement Outreach Efforts | |
| Percent of Outstanding Shares Contacted: | Percent of Outstanding Shares Engaged: |
| 61% | 23% |
Key topics discussed with stockholders following the 2025 Annual Meeting included our CEO transition, corporate governance practices, board composition and refreshment, and the alignment of executive compensation with stockholder interests. These discussions inform Board oversight and decision-making, while reinforcing our commitment to ongoing engagement and responsiveness to stockholder feedback. Key themes and summary feedback can be found in the table below:
STOCKHOLDER FEEDBACK AND OUR RESPONSE
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| Key Themes and Summary of Feedback | |
| CEO TRANSITION | |
| What We HeardInquired about the Board’s approach to identifying and assessing potential CEO successor candidates | Our ResponseFollowing the December 2024 announcement that Malcom Wilson, our former CEO, intended to retire in 2025, the Board initiated a robust search process. The Board engaged an external search firm to assist with the process and conducted extensive interviews with potential candidates. The Board ultimately determined Patrick Kelleher is best suited to lead GXO through our next phase of growth due to his extensive global supply chain experience and strong track record. |
| BOARD LEADERSHIP STRUCTURE | |
| What We HeardInquired about the need for a Lead Independent Director following the recent Board leadership transition | Our ResponseWhile we have had an Independent Chairman since 2025, we have also maintained the role of a Lead Independent Director to create a consistent board leadership structure to facilitate a smooth transition in board composition and executive leadership during a period of significant refreshment. |
| BOARD COMMITTEE STRUCTURE | |
| What We HeardNoted the creation of the Operational Excellence Committee and inquired about its primary objective | Our ResponseThe Operational Excellence Committee was established in April 2025 to strengthen the Board’s oversight of the Company’s strategic and operational priorities. The committee is responsible for overseeing strategy and performance across key operational excellence areas, including service quality, efficiency, safety, and innovation. |
| BOARD REFRESHMENT | |
| What We HeardInquired about our ongoing Board refreshment efforts and how the Board seeks to balance institutional knowledge with fresh perspectives | Our ResponseOur Board refreshment reflects our evolution as a standalone public company, with the addition of seven independent directors in 2025 selected for skills aligned with GXO’s next phase of growth, while retaining directors with deep knowledge of GXO and its predecessor, XPO. |
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| DIRECTOR INDEPENDENCE | |
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| What We HeardExpressed various perspectives on director independence, particularly related to affiliation with our prior parent company, XPO | Our ResponseWe abide by NYSE’s standards for director independence, which dictate that a director who is, or was, an officer of a former parent company can be considered independent after three years since the date of deconsolidation. We recognize that select stockholders may have views of independence that differ from those of NYSE and the SEC. We will continue to consider stockholder perspectives in evaluating our corporate governance practices in the future. |
| COMPENSATION ARRANGEMENTS FOR NEW CEO HIRE | |
| What We HeardAsked whether the Board anticipates changes to the structure of the compensation program as a result of the CEO transition | Our ResponseThe Compensation Committee and the Board determined not to make any changes to the overall structure of our compensation program; however, an equity grant was made to our CEO, Patrick Kelleher, in connection with his hire, as disclosed in his offer letter in August 2025. |
| COMPENSATION PROGRAM DESIGN | |
| What We HeardAsked if there were any anticipated changes to the metrics used in the compensation programs after executive leadership changes and board refreshment | Our ResponseThe Compensation Committee believes that the structure of our long- and short-term incentive plans remain focused on key metrics aligned with our strategy and stockholder value creation. We continue to review our compensation programs to incentivize and retain key executives, while considering stockholder feedback; however, no changes were made to the current compensation programs. |
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2026 DIRECTOR NOMINEES
Our Board aims to create a 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 variety of backgrounds, expertise and viewpoints. The composition of our director nominees is as follows:
The following table provides summary information about each director nominee. Our directors will stand for election each year for one-year terms.
| · · · · · · · · · · Committee Memberships* | ||||||||||||||||
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| Name | | DirectorSince | | Age | | Occupation | | Independent | | AC | | CC | | NCGSC | | OEC |
| Patrick Byrne | | 2025 | | 65 | | Former Senior Vice President of Operational Transformation at General Electric Company | | Y | | | | | | ✓ | | |
| Marlene Colucci | | 2021 | | 63 | | Chief Executive Officer, The Business Council | | Y | | | | ✓ | | ✓ | | |
| Todd Cooper | | 2025 | | 56 | | President, Advanced Technology Solutions, Celestica, Inc. | | Y | | ✓ | | C | | | | |
| Matthew Fassler | | 2023 | | 55 | | Chief Strategy Officer, QXO, Inc. | | Y | | ✓ | | | | | | |
| Patrick Kelleher | | If elected 2026 | | 57 | | Chief Executive Officer, GXO Logistics, Inc. | | N | | | | | | | | |
| Michael Kneeland | | 2025 | | 72 | | Former Chief Executive Officer, United Rentals | | Y | | | | | | ✓ | | ✓ |
| Julio Nemeth | | 2025 | | 65 | | Former Chief Product Supply Officer, The Procter & Gamble Company | | Y | | | | | | C | | ✓ |
| Torsten Pilz, Ph.D. | | 2025 | | 60 | | Former Group President, Enterprise Supply Chain, 3M Company | | Y | | | | ✓ | | | | C |
| Laura Wilkin | | 2025 | | 61 | | Founder and Chief Executive Officer, Excelerate Supply Chain Advisory Services | | Y | | | | ✓ | | | | ✓ |
| Kyle Wismans | | 2025 | | 42 | | Chief Financial Officer, XPO, Inc. | | Y | | C | | | | | | |
| AC = Audit CommitteeCC = Compensation Committee | | NCGSC = Nominating, Corporate Governance and Sustainability Committee OEC = Operational Excellence Committee | | C = Committee Chair✓ = Committee Member*= Membership Effective as of the Annual Meeting |
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The following table provides a summary of the qualifications and experience of our director nominees.
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2025 PERFORMANCE HIGHLIGHTS
In 2025, we reported the following key metrics of financial performance:
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| REVENUE12.5%Revenue of $13.2 billion, compared with $11.7 billion in 2024. Organic revenue growth* of 3.9% | | OPERATING INCOME$12.4%Operating income of $245 million, compared with $218 million in 2024 | | NET INCOME$36 millionNet income of $36 million compared with $138 million in 2024 |
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| DILUTED EPS$0.28Diluted EPS of $0.28 and adjusted diluted EPS* of $2.51 | | ADJUSTED EBITDA8.1%Adjusted EBITDA of $881 million, compared with $815 million in 2024 | | CASH FLOW FROM OPERATIONS$434 million$259 million free cash flow* |
| * | See Annex A for reconciliations of non-GAAP financial measures. |
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2025 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 2025” section of the Compensation Discussion and Analysis of this Proxy Statement.
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