GXO Logistics (GXO) Proxy filing summary

Executive summary

• Achieved record revenue of $13.2 billion in 2025, with 12.5% growth and 3.9% organic revenue growth compared to 2024.

• CEO transition completed in August 2025, with Patrick Kelleher appointed to lead the next phase of growth.

• Board refreshment added several independent directors with expertise in automation, technology, and global supply chain operations.

• Focused on operational excellence, margin expansion, and free cash flow improvement for 2026.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms expiring at the 2027 annual meeting.

• Ratification of KPMG LLP as independent registered public accounting firm for fiscal year 2026.

• Advisory vote to approve executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Nine of ten director nominees are independent; board includes diverse expertise in logistics, technology, and governance.

• Board leadership includes an Independent Chairman and Lead Independent Director.

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

• Annual board and committee self-evaluations; majority voting standard for director elections.

• Board refreshment in 2025 added seven independent directors aligned with strategic growth.