RXO, Inc.
For the period ended May 21, 2025. Filed Apr 2, 2025.
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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 21, 2025 · Filed Apr 2, 2025
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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:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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RXO, INC.
(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):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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RXO, INC.
11215 North Community House Road
Charlotte, North Carolina 28277
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 21, 2025
To the Stockholders of RXO, Inc.
Notice is hereby given that the 2025 Annual Meeting of Stockholders of RXO, Inc. will be held on Wednesday, May 21, 2025 at 10:00 a.m. Eastern Time. The meeting will be conducted exclusively as a live webcast. You can access the meeting atwww.virtualshareholdermeeting.com/RXO2025 with your control number.
The Annual Meeting will be held for the purposes summarized below, and more fully described in the Proxy Statement accompanying this notice.
| ▪ | To elect three members of our Board of Directors as Class II directors and two members of our Board of Directors as Class III directors for a one-year term to expire at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified; |
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| ▪ | To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2025; |
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| ▪ | To conduct an advisory vote to approve the executive compensation of our named executive officers (“NEOs”), as disclosed in the Proxy Statement; and |
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| ▪ | To consider and transact other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
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I have chosen not to seek reelection to RXO's Board of Directors due to other professional commitments. Drew Wilkerson will succeed me as our new Chairman. The entire Board of Directors and I have complete confidence in Drew as he steps into the role of Chairman, and I'm happy to support RXO as it continues to grow.
Only stockholders of record of our common stock, par value $0.01 per share, as of the close of business on March 26, 2025, are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. A complete list of registered stockholders will be available after entering the control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker.
Your vote is important. Whether or not you plan to attend the Annual 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
April 2, 2025
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on May 21, 2025:
The Proxy Statement and our Annual Report on Form 10-K for the Year Ended December 31, 2024 are available atinvestors.rxo.com.
©2025 RXO, Inc.
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