---
schema_version: "secwatch.filing_event.v1"
accession: "0001140361-23-026404"
form_type: "8-K"
ticker: "RXO"
cik: "0001929561"
company_name: "RXO, Inc."
filed_at: "2023-05-24T23:59:59+00:00"
generated_at: "2026-06-14T16:15:01.739087+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# RXO stockholders elect three Class I directors, ratify KPMG, approve say-on-pay and annual frequency

## Summary
- Drew Wilkerson, Stephen Renna, and Thomas Szlosek elected as Class I directors with >101.9M votes for each.
- Ratification of KPMG as independent auditor for FY2023: 110.8M for, 87k against.
- Advisory vote on executive compensation approved with 96.6M for, 6.3M against.
- Stockholders voted for annual say-on-pay frequency (100.2M for 1 year); company will hold annual votes.

## SEC filing metadata
- accession: 0001140361-23-026404
- form_type: 8-K
- ticker: RXO
- cik: 0001929561
- company_name: RXO, Inc.
- filed_at: 2023-05-24T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1929561/000114036123026404/0001140361-23-026404-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1929561/000114036123026404/brhc20053460_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-026404
- JSON: https://secwatch.observer/filing/0001140361-23-026404.json
- Plain text: https://secwatch.observer/filing/0001140361-23-026404.txt

## Key facts
- Shareholder Votes
  RXO, Inc. shareholders approved Advisory Vote to Approve Executive Compensation at the 2023-05-23 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Proposal 3 – Advisory Vote to Approve Executive Compensation . The Company’s stockholders approved an advisory resolution approving the executive compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, based upon the votes set forth in the table below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000114036123026404/0001140361-23-026404-index.htm
- Shareholder Votes
  RXO, Inc. shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm at the 2023-05-23 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Proposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm . The Company’s stockholders ratified the appointment of KPMG LLP to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2023, based upon the votes set forth in the table below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000114036123026404/0001140361-23-026404-index.htm
- Shareholder Votes
  RXO, Inc. shareholders approved Advisory Vote on Frequency of Future Advisory Votes to Approve Executive Compensation at the 2023-05-23 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Proposal 4 – Advisory Vote on Frequency of Future Advisory Votes to Approve Executive Compensation . The Company’s stockholders approved an advisory resolution approving the frequency of future advisory votes to approve executive compensation, based upon the votes set forth in the table below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000114036123026404/0001140361-23-026404-index.htm
- Shareholder Votes
  RXO, Inc. shareholders approved Election of Class I Directors at the 2023-05-23 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-23
  source text: Proposal 1 – Election of Directors . Each of the following individuals were elected by the stockholders to serve as Class I directors of the Company for a term to expire at the annual meeting of stockholders in 2026 or until their respective successors have been duly elected and qualified, based upon the votes set forth in the table below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1929561/000114036123026404/0001140361-23-026404-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.