--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-24-022817" form_type: "8-K" ticker: "QXO" cik: "0001236275" company_name: "QXO, Inc." filed_at: "2024-03-15T23:59:59+00:00" generated_at: "2026-06-04T16:40:54.100407+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # SilverSun stockholders approve $1B equity investment from Jacobs Private Equity ## Summary - JPE and co-investors to invest $1 billion cash into SilverSun; $900M from JPE. - 99.5% of votes cast (65.7% of outstanding shares) favored the equity investment. - All nine proposals approved, including charter amendments, reverse stock split, and increase in authorized shares. - Transaction expected to close in 2024, subject to customary closing conditions. - Goldman Sachs, Morgan Stanley (JPE advisors); Benchmark Company (SilverSun advisor). ## SEC filing metadata - accession: 0001213900-24-022817 - form_type: 8-K - ticker: QXO - cik: 0001236275 - company_name: QXO, Inc. - filed_at: 2024-03-15T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1236275/000121390024022817/0001213900-24-022817-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1236275/000121390024022817/ea0201889-8k_silversun.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-24-022817 - JSON: https://secwatch.observer/filing/0001213900-24-022817.json - Plain text: https://secwatch.observer/filing/0001213900-24-022817.txt ## Key facts - Shareholder Votes QXO, Inc. shareholders approved To approve separately a feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which stockholders are able to act by written consent in lieu of a stockholder meeting. at the 2024-03-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-14 source text: Proposal No. 5: To approve separately a feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which stockholders are able to act by written consent in lieu of a stockholder meeting. Votes For Votes Against Abstentions Broker Non-Votes 3,240,159 247,171 56,074 - evidence_url: https://www.sec.gov/Archives/edgar/data/1236275/000121390024022817/0001213900-24-022817-index.htm - Shareholder Votes QXO, Inc. shareholders approved To approve the QXO, Inc. 2024 Omnibus Incentive Plan. at the 2024-03-14 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2024-03-14 source text: Proposal No. 9: To approve the QXO, Inc. 2024 Omnibus Incentive Plan. Votes For Votes Against Abstentions Broker Non-Votes 3,149,618 338,190 55,596 - evidence_url: https://www.sec.gov/Archives/edgar/data/1236275/000121390024022817/0001213900-24-022817-index.htm - Shareholder Votes QXO, Inc. shareholders approved To approve separately a feature of the Amended and Restated Certificate of Incorporation designating the exclusive forums in which certain claims relating to the Company may be brought. at the 2024-03-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-14 source text: Proposal No. 7: To approve separately a feature of the Amended and Restated Certificate of Incorporation designating the exclusive forums in which certain claims relating to the Company may be brought. Votes For Votes Against Abstentions Broker Non-Votes 3,459,978 42,761 40,665 - evidence_url: https://www.sec.gov/Archives/edgar/data/1236275/000121390024022817/0001213900-24-022817-index.htm - Shareholder Votes QXO, Inc. shareholders approved To approve separately a feature of the Amended and Restated Certificate of Incorporation effecting an increase in the number of authorized shares of common stock to 2,000,000,000 and an increase in the number of authorized shares of preferred stock to 10,000,000. at the 2024-03-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-14 source text: Proposal No. 4: To approve separately a feature of the Amended and Restated Certificate of Incorporation effecting an increase in the number of authorized shares of common stock to 2,000,000,000 and an increase in the number of authorized shares of preferred stock to 10,000,000. Votes For Votes Against Abstentions Broker Non-Votes 3,491,436 43,914 8,054 - evidence_url: https://www.sec.gov/Archives/edgar/data/1236275/000121390024022817/0001213900-24-022817-index.htm - Shareholder Votes QXO, Inc. shareholders approved To approve separately a feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which a special meeting of stockholders may be called. at the 2024-03-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-14 source text: Proposal No. 6: To approve separately a feature of the Amended and Restated Certificate of Incorporation specifying the circumstances under which a special meeting of stockholders may be called. Votes For Votes Against Abstentions Broker Non-Votes 3,228,961 255,227 59,216 - evidence_url: https://www.sec.gov/Archives/edgar/data/1236275/000121390024022817/0001213900-24-022817-index.htm - Shareholder Votes QXO, Inc. shareholders approved To approve the issuance and sale to JPE and the Other Investors of the Securities, and the other transactions contemplated by the Investment Agreement. at the 2024-03-14 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2024-03-14 source text: Proposal No. 1: To approve the issuance and sale to Jacobs Private Equity II, LLC, a Delaware limited liability company ("JPE"), and the Other Investors (as defined in the Investment Agreement, dated as of December 3, 2023, by and among the Company, JPE and the Other Investors (the "Investment Agreement")) of the Securities (as defined in the Investment Agreement), and the other transactions contemplated by the Investment Agreement. Votes For Votes Against Abstentions Broker Non-Votes 3,494,060 17,890 31,454 - evidence_url: https://www.sec.gov/Archives/edgar/data/1236275/000121390024022817/0001213900-24-022817-index.htm - Shareholder Votes QXO, Inc. shareholders approved To approve the adoption of the Fifth Amended and Restated Certificate of Incorporation. at the 2024-03-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-14 source text: Proposal No. 2: To approve the adoption of the Fifth Amended and Restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation"), which would become effective prior to and in connection with the closing of the Equity Investment (as defined in the Investment Agreement). Votes For Votes Against Abstentions Broker Non-Votes 3,257,387 254,535 31,482 - evidence_url: https://www.sec.gov/Archives/edgar/data/1236275/000121390024022817/0001213900-24-022817-index.htm - Shareholder Votes QXO, Inc. shareholders approved To approve separately a feature of the Amended and Restated Certificate of Incorporation providing for exculpation of directors and officers to the extent permitted by the DGCL. at the 2024-03-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-14 source text: Proposal No. 8: To approve separately a feature of the Amended and Restated Certificate of Incorporation providing for exculpation of directors and officers to the extent permitted by the Delaware General Corporation Law (the "DGCL"). Votes For Votes Against Abstentions Broker Non-Votes 3,230,447 277,983 34,974 - evidence_url: https://www.sec.gov/Archives/edgar/data/1236275/000121390024022817/0001213900-24-022817-index.htm - Shareholder Votes QXO, Inc. shareholders approved To approve separately a feature of the Amended and Restated Certificate of Incorporation implementing the Reverse Stock Split. at the 2024-03-14 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2024-03-14 source text: Proposal No. 3: To approve separately a feature of the Amended and Restated Certificate of Incorporation implementing the Reverse Stock Split (as defined in the Investment Agreement). Votes For Votes Against Abstentions Broker Non-Votes 3,497,179 44,390 1,835 - evidence_url: https://www.sec.gov/Archives/edgar/data/1236275/000121390024022817/0001213900-24-022817-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.