{"url_path":"/sec/qxo/8-k/2026-06-29/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 ****Submission of Matters to a Vote of Security Holders.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1236275/0001104659-26-078886-index.html","accession_number":"0001104659-26-078886","cik":"0001236275","ticker":"QXO","issuer_name":"QXO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1236275/0001104659-26-078886-index.html","primary_entity_key":"0001236275","primary_entity_name":"QXO, Inc."},"word_count":706,"has_tables":true,"body_markdown":"**Item 5.07****Submission of Matters to a Vote of Security Holders.**\n\n \n\nAs previously announced, on April 18, 2026, QXO,\nInc., a Delaware corporation (“QXO”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with\nTopBuild Corp., a Delaware corporation (“TopBuild”), Titanium MergerCo, Inc., a Delaware corporation and a wholly owned subsidiary\nof QXO (“Titanium Merger Sub”), and Titanium MergerCo 2, LLC, a Delaware limited liability company and a wholly owned subsidiary\nof QXO (“Forward Merger Sub”). The Merger Agreement provides that, among other things, and subject to the satisfaction or\nwaiver of certain customary conditions set forth therein, (i) Titanium Merger Sub will merge with and into TopBuild (the “Titanium\nMerger”), with TopBuild surviving as a wholly owned subsidiary of QXO, and (ii) immediately following the Titanium Merger, TopBuild\nwill merge with and into Forward Merger Sub (the “Forward Merger” and, together with the Titanium Merger, the “Merger”),\nwith Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.\n\n \n\nOn June 29, 2026, QXO held a virtual special meeting\nof its stockholders (the “Special Meeting”) to vote upon (i) a proposal to approve the issuance of shares of QXO’s\ncommon stock, par value of $0.00001 per share (“Common Stock”), constituting the stock consideration to be issued to stockholders\nof TopBuild in the Titanium Merger as contemplated by the Merger Agreement (the “QXO Share Issuance Proposal”) and (ii) a\nproposal to approve an amendment of QXO’s fifth amended and restated certificate of incorporation to increase the number of authorized\nshares of Common Stock from 2,000,000,000 to 4,000,000,000 (the “QXO Charter Amendment Proposal”). Prior to the Special Meeting,\nQXO filed a definitive joint proxy statement/prospectus (the “Joint Proxy Statement/Prospectus”) with the U.S. Securities\nand Exchange Commission on May 29, 2026. The Joint Proxy Statement/Prospectus describes the Special Meeting, the QXO Share Issuance Proposal,\nthe QXO Charter Amendment Proposal, the Merger and related information and was first mailed to QXO stockholders on or about May 29, 2026.\n\n \n\nAs of the close of business on May 26, 2026, the\nrecord date for the determination of stockholders entitled to vote at the Special Meeting, there were 725,305,345 shares of Common Stock\nissued and outstanding, with each share of Common Stock being entitled to one vote, 1,000,000 shares of Convertible Perpetual Preferred\nStock, par value of $0.001 per share (“Convertible Preferred Stock”), issued and outstanding, with each share of Convertible\nPreferred Stock being entitled to approximately 219 votes (representing 219,010,074 votes) and 200,000 shares of Series C Convertible\nPerpetual Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”), issued and outstanding, with each share\nof Series C Preferred Stock being entitled to approximately 433 votes (representing 86,645,697 votes). In total, 1,030,961,116 votes were\neligible to be cast at the Special Meeting based on the number of outstanding shares of Common Stock, Convertible Preferred Stock and\nSeries C Preferred Stock, voting together as a single class, constituting all of the outstanding voting securities of the Company.\n\n \n\nAt the Special Meeting, the holders of 502,788,154 shares\nof Common Stock, 946,825 shares of Convertible Preferred Stock and 37,129 shares of Series C Preferred Stock representing 70.44% of\nthe outstanding voting securities of the Company entitled to vote at the Special Meeting, were represented in person or by proxy constituting\na quorum.\n\n \n\nThe final voting results for the proposals voted\non at the Special Meeting are as follows:\n\n \n\n**QXO Share Issuance Proposal:**\n\n \n\nQXO’s stockholders approved the QXO Share\nIssuance Proposal as follows:\n\n \n\nVotes\nFor\n \nVotes\nAgainst\n \nVotes\nAbstained\n\n724,999,647\n \n1,005,727\n \n232,333\n\n \n\n**QXO Charter Amendment Proposal:**\n\n* *\n\nQXO’s stockholders approved the QXO Charter\nAmendment Proposal as follows:\n\n \n\nVotes\nFor\n \nVotes\nAgainst\n \nVotes\nAbstained\n\n722,439,916\n \n3,503,259\n \n294,532\n\n \n\n \n\n \n\n \n\nIn connection with the Special Meeting, QXO also\nsolicited proxies with respect to the approval of one or more adjournments of the Special Meeting to a later date or time, if necessary\nor appropriate, to solicit additional proxies if there were not sufficient votes to approve the QXO Share Issuance Proposal (the “QXO\nAdjournment Proposal”). As there were sufficient votes at the time of the Special Meeting to approve the QXO Share Issuance Proposal,\nthe QXO Adjournment Proposal was unnecessary and such proposal was not submitted to the stockholders for approval at the Special Meeting."}