GXO Logistics (GXO) Proxy Filing summary

Executive summary

• Achieved record revenue of $11.7 billion and adjusted EBITDA of $815 million in 2024, with organic revenue growth of 3% and strong expansion into new verticals and geographies.

• CEO transition planned for 2025, with Malcolm Wilson retiring and a new CEO to be appointed; five new directors nominated to refresh the Board.

• Continued investments in automation and AI, enhancing competitive advantages and operational efficiency.

• Maintained a global workforce of over 150,000 and managed 1,071 facilities worldwide.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors for one-year terms, (2) ratification of KPMG LLP as independent auditor for 2025, and (3) advisory approval of executive compensation (say-on-pay).

• Board recommends voting FOR all director nominees, FOR auditor ratification, and FOR executive compensation approval.

• Majority voting standard applies for director elections; directors not receiving a majority must tender resignation.

Board of directors and corporate governance

• Board comprises nine members, with five new nominees bringing expertise in supply chain, finance, and technology.

• Eight of nine directors are independent; all standing committees are fully independent.

• Board leadership includes a non-executive chairman, lead independent director, and (until the 2025 meeting) a vice chair.

• Board refreshment and annual evaluations ensure alignment with strategy and diversity of perspectives.

• Four standing committees: Audit, Compensation, Nominating/Corporate Governance/Sustainability, and new Operational Excellence Committee.