XPO (XPO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 19, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• 2025 performance highlights include $8.16B revenue, $656M operating income, $1.27B adjusted EBITDA, and a 533% TSR increase since 2022.

• The company achieved record customer satisfaction, employee engagement, and significant operational improvements in its LTL segment.

• Board and management emphasize sustainability, risk oversight, and robust stockholder engagement.

Voting matters and shareholder proposals

• Shareholders will vote on electing seven directors, ratifying KPMG as auditor for 2026, and an advisory say-on-pay vote for executive compensation.

• Board recommends voting FOR all proposals.

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

Board of directors and corporate governance

• Board consists of seven members, six of whom are independent; all committees are fully independent.

• Board leadership includes a combined chairman/CEO, lead independent director, and vice chair.

• Regular board refreshment ensures diversity and alignment with business strategy; average tenure is 5.3 years.

• Committees include Audit, Compensation and Human Capital, Nominating/Corporate Governance/Sustainability, and Operational Excellence.

• Board and committees conduct annual self-evaluations and oversee succession planning.