RXO, Inc.

DEF 14A 1 ny20037166x2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party Other Than the Registrant ☐

Check the appropriate box:

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Dear Fellow Stockholders:

On behalf of the Board of Directors of RXO, Inc., a Delaware corporation (“RXO,” the “Company,” “we,” “us” or “our”), we invite you to join us at a special meeting of stockholders of the Company, which will be held on December 5, 2024, at 7:30 a.m., Eastern Time (the “Special Meeting”). The Special Meeting will be held in a virtual meeting format only. You will be able to attend the Special Meeting, vote your shares electronically and submit your questions during the meeting via live webcast by visitingwww.virtualshareholdermeeting.com/RXO2024SM. Stockholders will be able to listen, vote, and submit questions from their home or any location with internet connectivity. To participate in the meeting, you must have the 16-digit number that is shown on your proxy card. The notice of meeting and proxy statement that follow describe the business that we will consider at the meeting.

On August 13, 2024, the Company completed the issuance and sale in a private placement (the “Private Placement”) of (i) an aggregate of 20,954,780 newly issued shares of the Company’s common stock, par value $0.01 per share (“Common Stock”), at a purchase price of $20.21 per share and (ii) pre-funded warrants (the “Warrants”) to purchase an aggregate of 6,259,471 shares of Common Stock, at a purchase price of $20.20 per warrant, to MFN Partners, LP (“MFN”) and certain accounts managed by Orbis Investments (collectively, the “Investors”) in exchange for cash consideration in an aggregate amount of approximately $550.0 million, before deducting offering expenses. The Company used the net proceeds from the Private Placement to partially fund its acquisition of Coyote Logistics, which was completed on September 16, 2024.

Because the Company’s Common Stock is listed on the New York Stock Exchange (the “NYSE”), the Company is subject to the NYSE’s rules and regulations. At the Special Meeting, you will be asked to consider and vote on a proposal (the “Issuance Proposal”) to approve, in accordance with Section 312.03 of the NYSE Listed Company Manual, the issuance of shares of the Common Stock upon exercise of certain of the Warrants to purchase 3,700,718 shares of Common Stock (the “Stockholder Approval Warrants”). If the Company obtains stockholder approval of the Issuance Proposal, the Stockholder Approval Warrants will be exercisable, subject to certain limitations, at any time at the holder’s option without any further approval from the Company’s stockholders. The exercise of the remaining Warrants to purchase 2,558,753 shares of Common Stock is not subject to stockholder approval and such Warrants are exercisable, subject to certain limitations, at any time at the holder’s option as described further herein.

Our Board of Directors believes that the Issuance Proposal is in the best interests of the Company and its stockholders and, therefore, recommends that you vote “FOR” the Issuance Proposal.

The proxy statement attached to this letter provides you with information about the Issuance Proposal and the Special Meeting of the Company’s stockholders. We encourage you to read the entire proxy statement carefully. You may also obtain more information about the Company from documents we have filed with the U.S. Securities and Exchange Commission. See “Where You Can Find Additional Information” in the accompanying proxy statement.

Regardless of the number of shares of Common Stock you own, your vote is important. Whether or not you plan to attend the Special Meeting, please take the time to submit a proxy by following the instructions on your proxy card as soon as possible. You may do so by completing, signing, dating, and returning the enclosed proxy card by mail, or you may submit your proxy by telephone or electronically through the Internet, as further described on the proxy card. We encourage you to vote by Internet or telephone. If your shares of Common Stock are held in an account at a broker, dealer, commercial bank, trust company, or other nominee, you should instruct such broker or other nominee how to vote in accordance with the voting instruction form furnished by such broker or other nominee.

Thank you for your cooperation and continued support.

Sincerely,

Brad Jacobs

Chairman of the Board

October 28, 2024

THE ACCOMPANYING PROXY STATEMENT IS DATED OCTOBER 28, 2024 AND IS FIRST BEING MAILED TO STOCKHOLDERS ON OR ABOUT OCTOBER 28, 2024.

©2024 RXO, Inc.

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on December 5, 2024

To the Stockholders of RXO, Inc.:

Notice is hereby given that a special meeting (the “Special Meeting”) of stockholders of RXO, Inc. (the “Company”) will be held on December 5, 2024, at 7:30 a.m., Eastern Time via live webcast atwww.virtualshareholdermeeting.com/RXO2024SM:

The Board unanimously recommend that its stockholders vote “FOR” each of the Proposals.

Only stockholders of record of our Common Stock as of the close of business on October 23, 2024, the “Record Date,” are entitled to receive notice of, and to vote at, the Special Meeting and at any adjournment or postponement of the Special Meeting. Only matters referred to in this notice of the Special Meeting, and those which are incidental and germane to such matters, may be discussed. Please note that if you held Common Stock on the Record Date in “street name” (that is, through a broker, bank or other nominee), you are considered the “beneficial owner” of those shares. As the beneficial owner of those shares, you have the right to direct your broker, bank or other nominee how to vote your shares. You will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares of Common Stock voted.

You will need to have the 16-digit number included on your proxy card to join the Special Meeting atwww.virtualshareholdermeeting.com/RXO2024SM and to vote your shares during the Special Meeting or submit questions during the Special Meeting.

Even if you plan to attend the Special Meeting, we request that you submit a proxy by following the instructions on your proxy card as soon as possible and thus ensure that your shares will be represented at the Special Meeting if you are unable to attend. Most stockholders have a choice of voting on the Internet, by telephone or by mail. Please refer to your proxy card or other voting instructions included with these proxy materials for information on the voting method(s) available to you. If you vote by Internet or telephone, you do not need to return your proxy card. If you sign, date, and return your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” the Issuance Proposal (and, if necessary and appropriate, the Adjournment Proposal). If your shares are held in an account at a broker, dealer, commercial bank, trust company, or other nominee, you should instruct such broker or other nominee how to vote in accordance with the voting instruction form furnished by such broker or other nominee.

Your vote is important. Whether or not you plan to attend the Special Meeting, it is important that your shares be represented. We ask that you vote your shares as soon as possible.

By Order of the Board of Directors,

Brad Jacobs

Chairman of the Board

Charlotte, North Carolina

October 28, 2024

©2024 RXO, Inc.

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