RXO (RXO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 12, 2026, to elect eight directors, ratify the auditor, amend the incentive plan, and hold a say-on-pay vote.

• 2025 was transformative, highlighted by the Coyote Logistics acquisition, cost savings of over $155 million, and investments in AI and technology.

• The company reported $5.7B in revenue, a net loss of $100M, and $109M in adjusted EBITDA for 2025.

Voting matters and shareholder proposals

• Proposals include electing eight directors, ratifying Deloitte & Touche LLP as auditor, amending the 2022 Omnibus Incentive Compensation Plan to add 7M shares, and an advisory vote on executive compensation.

• The board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2027 meeting between October 31 and November 30, 2026.

Board of directors and corporate governance

• Seven of eight directors are independent; all committees are fully independent.

• Board leadership includes a chairman, vice chairman, and lead independent director.

• Annual board and committee evaluations are conducted; majority voting standard applies for director elections.

• Board diversity is emphasized, with a focus on relevant expertise and inclusion of underrepresented groups.

• Committees: Audit (Szlosek, chair), Compensation (Kingshott, chair), Nominating/Governance/Sustainability (Nettles, chair).