0001166003-23-000067.txt : 20230816 0001166003-23-000067.hdr.sgml : 20230816 20230816162737 ACCESSION NUMBER: 0001166003-23-000067 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230811 FILED AS OF DATE: 20230816 DATE AS OF CHANGE: 20230816 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wismans Kyle CENTRAL INDEX KEY: 0001987257 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32172 FILM NUMBER: 231178534 MAIL ADDRESS: STREET 1: C/O XPO, INC. STREET 2: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: XPO, Inc. CENTRAL INDEX KEY: 0001166003 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 030450326 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 BUSINESS PHONE: (855) 976-6951 MAIL ADDRESS: STREET 1: FIVE AMERICAN LANE CITY: GREENWICH STATE: CT ZIP: 06831 FORMER COMPANY: FORMER CONFORMED NAME: XPO Logistics, Inc. DATE OF NAME CHANGE: 20110902 FORMER COMPANY: FORMER CONFORMED NAME: EXPRESS-1 EXPEDITED SOLUTIONS INC DATE OF NAME CHANGE: 20060606 FORMER COMPANY: FORMER CONFORMED NAME: SEGMENTZ INC DATE OF NAME CHANGE: 20020125 3 1 wk-form3_1692217648.xml FORM 3 X0206 3 2023-08-11 0 0001166003 XPO, Inc. XPO 0001987257 Wismans Kyle C/O XPO, INC. FIVE AMERICAN LANE GREENWICH CT 06831 0 1 0 0 Chief Financial Officer Common Stock 22942 D Restricted Stock Unit Common Stock 2505 D Restricted Stock Unit Common Stock 3431 D Restricted Stock Unit Common Stock 11917 D Restricted Stock Unit Common Stock 2176 D Restricted Stock Unit Common Stock 8963 D 1,253 of these Restricted Stock Units ("RSUs") shall vest on November 14, 2023, 626 RSUs shall vest on November 14, 2024, and 626 RSUs shall vest on November 14, 2025, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. Each RSU represents a contingent right to receive, upon settlement, either (i) one share of Common Stock or (ii) a cash payment equal to the fair market value of one share of Common Stock. These RSUs vest in full on December 8, 2023, generally subject to the Reporting Person's continued employment with the Issuer through the vesting date. These RSUs vest in three equal annual installments on February 15, 2024, February 15, 2025 and February 15, 2026, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. These RSUs vest in two equal annual installments on March 10, 2024 and March 10, 2025, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. These RSUs vest in three equal annual installments on March 15, 2024, March 15, 2025 and March 15, 2026, generally subject to the Reporting Person's continued employment with the Issuer through the applicable vesting date. See Exhibit 24, Power of Attorney, attached. /s/ Riina Tohvert, Attorney-in-Fact 2023-08-16 EX-24 2 poawismans.htm EX-24 Document

Exhibit 24

POWER OF ATTORNEY


The undersigned hereby constitutes and appoints Wendy Cassity, Cody Bilgrien and Riina Tohvert, acting singly, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director of XPO, Inc. (the “Company”), a Form ID, Uniform Application for Access Codes to File on EDGAR and Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder; and

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form ID or Forms 3, 4 or 5 (including amendments) and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.

The undersigned acknowledges that such attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. The undersigned agrees that such attorney-in-fact may rely entirely on information furnished orally or in writing by the undersigned to such attorney-in-fact.

The undersigned also agrees to indemnify and hold harmless the Company and such attorney-in-fact against any losses, claims, damages or liabilities (or actions in these respects) that arise out of or are based upon any untrue statements or omission of necessary facts in the information provided by the undersigned to such attorney-in-fact for purposes of executing, acknowledging, delivering or filing Form ID or Forms 3, 4 or 5 (including amendments) and agrees to reimburse the Company and such attorney-in-fact for any legal or other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, liability or action.



This Power of Attorney supersedes any power of attorney previously executed by the undersigned regarding the purposes outlined in the first paragraph hereof (“Prior Powers of Attorney”), and the authority of the attorneys-in-fact named in any Prior Powers of Attorney is hereby revoked.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact; or (b) superseded by a new power of attorney regarding the purposes outlined in the first paragraph hereof dated as of a later date.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of July, 2023.



/s/ Kyle Wismans_______________
Kyle Wismans