GXO Logistics (GXO) Proxy filing summary

Executive summary

• Supplemental disclosure provided for Proposal 3, the advisory vote on executive compensation at the 2026 Annual Meeting scheduled for May 20, 2026.

• Details shared regarding the CEO transition process, emphasizing leadership continuity and protection of stockholder value.

• The Board, with external assistance, conducted a thorough CEO search, resulting in Patrick Kelleher's appointment and a structured transition from Malcolm Wilson.

Voting matters and shareholder proposals

• Proposal 3 seeks stockholder approval of executive compensation (Say-on-Pay), with the Board recommending a vote in favor.

• Stockholders are encouraged to engage with the company regarding the CEO transition and compensation matters prior to the Annual Meeting.

Board of directors and corporate governance

• The Board prioritized stability, continuity, and protection of institutional knowledge during the CEO transition.

• Full Board involvement in the CEO search, including both internal and external candidates.

• Ongoing commitment to transparent disclosure and responsiveness to investor feedback.