rxo-20250521


Delaware	001-41514	88-2183384
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


11215 North Community House Road			28277
Charlotte, NC
(Address of principal executive offices)			(Zip 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))

Title of each class

Trading
symbol(s)

Name of each exchange on which

registered

Common stock, par value $0.01 per share

RXO

New York Stock Exchange

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).

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. ☐

RXO, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2025. The following matters, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2025 (the “Proxy Statement”), were voted upon by the Company’s stockholders at the Annual Meeting. The final voting results are below:

Each of the following individuals were elected by the stockholders to serve as Class II directors and Class III directors of the Company for a term expiring at the annual meeting of stockholders in 2026 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon the votes set forth in the table below:


Name of Nominee	For	Against	Abstain	Broker Non-Votes

Christine Breves	144,711,332	363,505	57,314	7,208,743
Troy Cooper	144,961,176	148,210	22,765	7,208,743
Adrian Kingshott	144,204,007	892,020	36,124	7,208,743


Name of Nominee	For	Against	Abstain	Broker Non-Votes

Mary Kissel	144,641,203	455,255	35,693	7,208,743
Michelle Nettles	144,389,119	707,636	35,396	7,208,743

Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2025 based upon the votes set forth in the table below:

The Company’s stockholders approved a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, based upon the votes set forth in the table below:

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 23, 2025	RXO, INC.

	By:	/s/ Jeffrey D. Firestone
		Jeffrey D. Firestone
		Chief Legal Officer and Corporate Secretary


For	Against	Abstain	Broker Non-Votes

139,565,395	5,490,043	76,713	7,208,743


For	Against	Abstain

152,184,572	124,312	32,010