QXO, Inc.
For the period ended May 12, 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 12, 2025 · Filed Apr 2, 2025
Contents
PROXY STATEMENT SUMMARY
This proxy statement (the “Proxy Statement”) sets forth information relating to the solicitation of proxies by the board of directors of QXO, Inc. (the “Board of Directors” or the “Board”) in connection with our 2025 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.
2025 Annual Meeting of Stockholders
Our Notice of Internet Availability of Proxy Materials (the “Notice”) is first being mailed on or about April 2, 2025 to stockholders of record of our common stock as of the close of business on March 20, 2025 (the “Record Date”). The Notice provides instructions on how to access our proxy materials and vote online.
| Date and Time | Place | Record Date | ||
|---|---|---|---|---|
| Monday, May 12, 2024, at 10:00 a.m. Eastern Time | Virtual Meeting Site: www.virtualshareholdermeeting.com/QXO2025 | You can vote if you were a stockholder of record as of the close of business on March 20, 2025 | ||
Admission: You are invited to attend the annual meeting of stockholders of QXO, Inc. The Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the Annual Meeting atwww.virtualshareholdermeeting.com/QXO2025. You will need to provide the 16-digit 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, to vote electronically and to submit questions during the live webcast of the 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. At the time of the meeting, go to www.virtualshareholdermeeting.com/QXO2025 and enter your 16-digit 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 DirectorsTo elect seven (7) members of our Board for a term to expire at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified. | FOReach Director Nominee | 38 |
| PROPOSAL 2: Ratification of the Appointment of our Independent Registered Public Accounting FirmTo ratify the appointment of Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for fiscal year 2025. | FOR | 39 |
| 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 | 40 |
| 1 | ©2025 QXO, Inc. |
Governance Highlights
| Board and Committee Independence | Five of our seven continuing directors and director nominees are independent. The Audit Committee, the Compensation and Talent Committee and the Nominating, Corporate Governance and Sustainability Committee each consist entirely of independent directors. |
| Independent Board Oversight | Our Board has a lead independent director whose role is to complement the roles of our independent committees and independent committee chairs providing effective Board oversight. The Board believes its leadership structure, as well as the company’s leadership structure, function cohesively and serve the best interests of our stockholders based on the company’s strategy and ownership structure. |
| Board Refreshment | Our Board is committed to ensuring its composition includes a range of expertise aligned with the 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 out highly qualified director candidates who would bring relevant experience to the Board considering our growing scale and diversity. |
| Committee Rotations | As part of its annual review of committee assignments, the Board will consider periodically reconstituting its committees and their chairs to ensure effective functioning and fresh perspectives. |
| Director Elections | All directors of the Board are elected annually for one-year terms or until their successors are elected and qualified. |
| 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 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 | Our Board seeks to provide robust oversight of current and potential risks facing our company by engaging in regular deliberations and participating in management meetings. Our Audit Committee contributes to strong financial reporting oversight through regular meetings with management and dialogue with our auditors. |
| Active Participation | Our Board had 100% attendance at seven of its nine board meetings. Our committees also had 100% attendance by each committee member at every committee meeting. |
| Direct Oversight of Sustainability | The Nominating, Corporate Governance and Sustainability Committee supports the Board in its oversight of the company’s purpose-driven sustainability strategies and external disclosures. This includes engaging with management on material environmental, social and corporate governance matters and stakeholder perspectives. |
| 2 | ©2025 QXO, Inc. |
2025 Board of Directors Nominees
Our Board aims to create a diverse and highly skilled team of directors who provide QXO 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. The composition of our Board as of the Record Date was:
The following table provides summary information about each director nominee.
| Name | Director Since | Age | Occupation | AC | CTC | NCGSC |
|---|---|---|---|---|---|---|
| Brad Jacobs | 2024 | 68 | Chairman and CEO, QXO, Inc. | |||
| Jason Aiken | 2024 | 52 | Executive Vice President, Technologies, General Dynamics Corporation | C | ||
| Marlene Colucci | 2024 | 62 | Chief Executive Officer, The Business Council | ✔ | C | |
| Mario Harik | 2024 | 44 | Chief Executive Officer, XPO, Inc. | |||
| Mary Kissel | 2024 | 48 | Executive Vice President and Senior Policy Advisor, Stephens Inc. | ✔ | ✔ | ✔ |
| Jared Kushner | 2024 | 44 | Chief Executive Officer, Affinity Partners | |||
| Allison Landry | 2024 | 46 | Former Senior Transportation Research Analyst, Credit Suisse | ✔ | C | ✔ |
| AC = Audit CommitteeCTC = Compensation and Talent Committee | NCGSC = Nominating, Corporate Governance and Sustainability Committee | C = Committee Chairperson✔ = Committee Member |
| 3 | ©2025 QXO, Inc. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.