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GXO Logistics, Inc.

For the period ended May 13, 2025. Filed Apr 17, 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 13, 2025 · Filed Apr 17, 2025

GXO$55.180.0%Stored close · as of Nov 6, 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 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material under §240.14a-12

GXO LOGISTICS, 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.
☐Fee paid previously with preliminary materials.
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

GXO LOGISTICS, INC.

Two American Lane

Greenwich, Connecticut 06831

To Our Valued Stockholders,

2024 was a strong year for GXO. We delivered record revenue and adjusted EBITDA 1 and expanded into new, high-opportunity verticals—meaningful progress toward our goal of becoming the world’s leading logistics provider. Our continued investments in advanced automation and artificial intelligence have solidified GXO’s position as a tech leader in supply chain logistics, creating competitive advantages that directly benefit our customers.

2025 will be an important transition year for GXO. On behalf of the board, I want to thank Malcolm Wilson for his outstanding contributions. During Malcolm’s tenure, GXO nearly doubled revenue, completed three strategic acquisitions, delivered an annual return on invested capital 1 of more than 30%, and scaled to more than 150,000 team members worldwide. Our new CEO will inherit a strong business, a deep bench of leadership, and real momentum.

We’re also taking this opportunity to refresh our Board of Directors with five new members who bring relevant experience running sophisticated supply chains. I want to thank our outgoing directors—Clare, Gena, Joli, and Oren—for their service. Over the past several years, their guidance helped GXO grow from a newly independent company into a global logistics powerhouse.

Thank you, shareholders, for your continued support of GXO!

April 17, 2025

Brad Jacobs

Chairman of the Board

GXO Logistics, Inc.

  1. Adjusted EBITDA and return on invested capital are a non-GAAP measures. Additional information on these measures can be found in Annex A to our company’s Proxy Statement.
​© 2025 GXO Logistics, Inc.
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.