--- schema_version: "secwatch.filing_event.v1" accession: "0000950142-22-002856" form_type: "8-K" ticker: "XPO" cik: "0001166003" company_name: "XPO, Inc." filed_at: "2022-10-11T23:59:59+00:00" generated_at: "2026-06-23T04:15:48.524544+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # XPO board approves RXO spin-off; distribution expected Nov 1, 2022; new board and CFO named ## Summary - Spin-off of RXO approved; pro rata distribution of one RXO share per XPO share on Nov 1, 2022, record date Oct 20. - Three directors (DeSalva, Kingshott, Kissel) to resign and join RXO board; three new directors appointed (Allaire, Harik, Moshouris) post-spin-off. - CFO Ravi Tulsyan steps down Nov 8, becomes senior advisor; Carl Anderson appointed CFO with $625k base salary and $1M equity sign-on. - When-issued trading for XPO ex-distribution expected to start on or about Oct 27, 2022. - New XPO board will have eight members, six independent; Brad Jacobs remains executive chairman. ## SEC filing metadata - accession: 0000950142-22-002856 - form_type: 8-K - ticker: XPO - cik: 0001166003 - company_name: XPO, Inc. - filed_at: 2022-10-11T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 5.02, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1166003/000095014222002856/0000950142-22-002856-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1166003/000095014222002856/eh220293929_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950142-22-002856 - JSON: https://secwatch.observer/filing/0000950142-22-002856.json - Plain text: https://secwatch.observer/filing/0000950142-22-002856.txt ## Key facts - Executive change Adrian Kingshott departed as Director at XPO, Inc.. - Action: resign - Role: Director source text: AnnaMaria DeSalva, Adrian Kingshott and Mary Kissel plan to resign as members of the board of directors of XPO in connection with, conditioned upon, and effective as of, the closing of the company’s previously announced proposed spin-off (the “Spin-Off”) of RXO, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000095014222002856/0000950142-22-002856-index.htm - Executive change Mario Harik changed role as Chief Executive Officer at XPO, Inc.. - Action: promoted - Role: Chief Executive Officer source text: Mario Harik will become XPO’s chief executive officer and will be appointed a director of the company. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000095014222002856/0000950142-22-002856-index.htm - Executive change Mary Kissel departed as Director at XPO, Inc.. - Action: resign - Role: Director source text: AnnaMaria DeSalva, Adrian Kingshott and Mary Kissel plan to resign as members of the board of directors of XPO in connection with, conditioned upon, and effective as of, the closing of the company’s previously announced proposed spin-off (the “Spin-Off”) of RXO, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000095014222002856/0000950142-22-002856-index.htm - Executive change Ravi Tulsyan changed role as Senior Advisor, Finance at XPO, Inc.. - Action: cease serving as CFO and transition to senior advisor - Role: Senior Advisor, Finance source text: Ravi Tulsyan, the company’s chief financial officer, mutually agreed on October 6, 2022, that he will cease serving as chief financial officer (principal financial officer) and transition to the role of senior advisor, finance, effective November 8, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000095014222002856/0000950142-22-002856-index.htm - Executive change Bella Allaire was appointed as Director at XPO, Inc.. - Action: appointed - Role: Director source text: Bella Allaire will be appointed a director of the company and a member of the Nominating, Corporate Governance and Sustainability Committee. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000095014222002856/0000950142-22-002856-index.htm - Executive change Mario Harik was appointed as Director at XPO, Inc.. - Action: appointed - Role: Director source text: Mario Harik will become XPO’s chief executive officer and will be appointed a director of the company. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000095014222002856/0000950142-22-002856-index.htm - Executive change Carl Anderson was appointed as Chief Financial Officer at XPO, Inc.. - Action: appointed - Role: Chief Financial Officer source text: Also, on October 6, 2022, the company approved the appointment of Carl Anderson as chief financial officer (principal financial officer), effective November 8, 2022. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000095014222002856/0000950142-22-002856-index.htm - Executive change Irene Moshouris was appointed as Director at XPO, Inc.. - Action: appointed - Role: Director source text: Irene Moshouris will be appointed a director of the company, a member of the Audit Committee and a member of the Compensation Committee. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000095014222002856/0000950142-22-002856-index.htm - Executive change AnnaMaria DeSalva departed as Director at XPO, Inc.. - Action: resign - Role: Director source text: AnnaMaria DeSalva, Adrian Kingshott and Mary Kissel plan to resign as members of the board of directors of XPO in connection with, conditioned upon, and effective as of, the closing of the company’s previously announced proposed spin-off (the “Spin-Off”) of RXO, Inc. evidence_url: https://www.sec.gov/Archives/edgar/data/1166003/000095014222002856/0000950142-22-002856-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.