0001852244FALSE00018522442026-05-202026-05-200001852244us-gaap:CommonStockMember2026-05-202026-05-200001852244gxo:A3.750NotesDue2030Member2026-05-202026-05-20

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): May 20, 2026

___________________________________
GXO (1).jpg
GXO LOGISTICS, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________________________

Delaware
(State or other jurisdiction of
incorporation)
001-40470
(Commission File Number)
86-2098312
(IRS Employer Identification No.)
Two American Lane
Greenwich, Connecticut
06831
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code: (203) 489-1287
Not Applicable
(Former name or former address, if changed since last report)
___________________________________
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
Name of each exchange on which registered
Common stock, par value $0.01 per share
GXO
New York Stock Exchange
3.750% Notes due 2030
GXO/30
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).
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.

(1)The 2026 annual meeting of stockholders (the “2026 Annual Meeting”) of GXO Logistics, Inc. (the “Company”) was held on May 20, 2026.

(2)At the 2026 Annual Meeting, the stockholders voted to (1) elect ten (10) members of our Board of Directors for a term to expire at the 2027 annual meeting of stockholders or until their respective successors shall have been duly elected and qualified or until their earlier resignation or removal; (2) ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year 2026; and (3) approve the advisory vote on the executive compensation of the Company’s named executive officers.

a.Election of Directors:
Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Patrick Byrne
93,636,558
4,101,324
45,046
5,670,895
Marlene Colucci
91,397,203
6,328,919
56,806
5,670,895
Todd Cooper
90,471,402
7,271,615
39,911
5,670,895
Matthew Fassler
62,734,853
35,010,544
37,531
5,670,895
Patrick Kelleher
96,594,477
1,148,924
39,527
5,670,895
Michael Kneeland
96,103,384
1,640,342
39,202
5,670,895
Julio Nemeth
87,186,437
10,556,889
39,602
5,670,895
Torsten Pilz, Ph.D.
91,031,632
6,710,743
40,553
5,670,895
Laura Wilkin
91,890,986
5,852,265
39,677
5,670,895
Kyle Wismans
96,788,461
956,595
37,872
5,670,895


b.Ratification of the Appointment of KPMG LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026:

Votes For
Votes Against
Abstentions
Broker Non-Votes
103,234,386
30,899
188,538
0

c.Advisory Vote to Approve Executive Compensation:

Votes For
Votes Against
Abstentions
Broker Non-Votes
61,052,491
34,140,914
2,589,523
5,670,895


SIGNATURE

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.



Dated: May 22, 2026
GXO LOGISTICS, INC.
By:
/s/ Karlis P. Kirsis
Name:
Karlis P. Kirsis
Title:
Chief Legal Officer