UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| The |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) The 2024 annual meeting of stockholders (the “2024 Annual Meeting”) of QXO, Inc. (the “Company”) was held on December 9, 2024.
(b) At the 2024 Annual Meeting, the Company’s stockholders considered each of the proposals presented in the Company’s definitive proxy statement on Schedule 14A (the “Proxy Statement”) for the 2024 Annual Meeting and voted to (1) elect each of the Company’s nominees for director; (2) ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for fiscal year 2024; (3) approve the advisory vote on the Company’s executive compensation; and (4) approve one year as the frequency of future advisory votes on the Company’s executive compensation. The proposals are further described in the Proxy Statement.
1. Election of directors:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Brad Jacobs | 338,814,226 | 989,018 | 47,116 | 13,021,510 | ||||||||||||
| Jason Aiken | 339,661,688 | 137,486 | 51,186 | 13,021,510 | ||||||||||||
| Marlene Colucci | 339,659,521 | 136,076 | 54,763 | 13,021,510 | ||||||||||||
| Mario Harik | 339,652,974 | 141,701 | 55,685 | 13,021,510 | ||||||||||||
| Mary Kissel | 339,655,594 | 138,472 | 56,294 | 13,021,510 | ||||||||||||
| Jared Kushner | 337,330,968 | 204,797 | 2,314,595 | 13,021,510 | ||||||||||||
| Allison Landry | 339,652,421 | 144,701 | 53,238 | 13,021,510 | ||||||||||||
2. Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for fiscal year 2024:
| Votes For | 352,267,954 | |||
| Votes Against | 424,242 | |||
| Abstentions | 179,674 | |||
| Broker Non-Votes | 0 |
3. Advisory vote to approve executive compensation:
| Votes For | 339,363,519 | |||
| Votes Against | 423,667 | |||
| Abstentions | 63,174 | |||
| Broker Non-Votes | 13,021,510 |
4. Advisory vote on the frequency of future advisory votes to approve executive compensation:
| 1 Year | 339,618,612 | |||
| 2 Years | 43,015 | |||
| 3 Years | 160,242 | |||
| Abstentions | 28,491 | |||
| Broker Non-Votes | 13,021,510 |
(c) In light of the foregoing vote on Proposal 4, and consistent with a majority of the votes cast with respect to this matter, our Board of Directors has determined to continue to hold an annual advisory vote on the compensation of our named executive officers until the next required vote on the frequency of future advisory votes on executive compensation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 9, 2024
| QXO, INC. | ||||
| By: | /s/ Christopher Signorello | |||
| Name: Christopher Signorello | ||||
| Title: Chief Legal Officer | ||||