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):
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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) | |
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 23, 2024, the Board of Directors (the “Board”) of RXO, Inc. (the “Company”) adopted amendments to the Company’s Bylaws, effective as of such date. The amendments, among other things, eliminate the provisions in the Bylaws relating to the requirement that nominees to the Board included in the Company’s proxy materials for an annual or special meeting submit an irrevocable resignation in advance of such meeting, which resignation would become effective upon certain determinations by the Board.
The foregoing summary of the amendments to the Bylaws is qualified in its entirety by reference to the full text of the Second Amended and Restated Bylaws attached hereto as Exhibit 3.1 and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description | |
| 3.1 | Second Amended and Restated Bylaws of RXO, Inc., effective as of September 23, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: September 25, 2024 |
RXO, INC. | ||
| By: | /s/ Jeffrey D. Firestone | ||
| Jeffrey D. Firestone | |||
| Chief Legal Officer and Corporate Secretary | |||