RXO, Inc.
For the period ended May 12, 2026. Filed Mar 30, 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 12, 2026 · Filed Mar 30, 2026
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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 12, 2026
To the Stockholders of RXO, Inc.
Notice is hereby given that the 2026 Annual Meeting of Stockholders of RXO, Inc. will be held on Tuesday, May 12, 2026 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/RXO2026 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 eight members of our Board of Directors for a one-year term to expire at the 2027 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 2026; |
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| ▪ | To approve an amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan to increase the number of available shares thereunder; |
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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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Only stockholders of record of our common stock, par value $0.01 per share, as of the close of business on March 16, 2026, 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,
Drew Wilkerson
Chairman of the Board and Chief Executive Officer
Charlotte, North Carolina
March 30, 2026
Important Notice Regarding the Availability of Proxy Materials for the
Annual Meeting of Stockholders to Be Held on May 12, 2026:
The Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2025, are available atinvestors.rxo.com.
©2026 RXO, Inc.
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