{"url_path":"/sec/qxo/8-k/2026-07-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 ****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-01","source_url":"https://www.sec.gov/Archives/edgar/data/1236275/0001104659-26-079864-index.html","accession_number":"0001104659-26-079864","cik":"0001236275","ticker":"QXO","issuer_name":"QXO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1236275/0001104659-26-079864-index.html","primary_entity_key":"0001236275","primary_entity_name":"QXO, Inc."},"word_count":656,"has_tables":true,"body_markdown":"**Item 5.02****Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\n*Changes to the Board of Directors*\n\n \n\nIn connection\nwith the Merger, the Board of Directors of QXO (the “Board”) appointed Alec Covington as a director of QXO, effective\nas of the effective time of the Titanium Merger. The Board has not yet determined on which committee Mr. Covington will serve.\n\n \n\nOn June 29, 2026, Jared Kushner notified the\nBoard of his intent to resign from his position as a member of the Board to focus on other commitments, effective July 1, 2026. The decision\nby Mr. Kushner to resign from the Board was not the result of any disagreement with QXO on any matter regarding QXO’s operations,\npolicies or practices.\n\n \n\nThe appointment\nof Mr. Covington was made pursuant to the requirements of the Merger Agreement but was not otherwise made pursuant to any arrangement\nor understanding with any other person, and he has not entered into (or proposed to enter into) any transactions required to be reported\nunder Item 404(a) of Regulation S-K. Mr. Covington will receive the standard annual Board compensation for non-employee directors for\n2026 (pro-rated based on the effective date of his appointment). Mr. Covington does not have any family relationship with QXO’s\ndirectors or executive officers or any persons nominated or chosen by QXO to be a director or executive officer. Mr. Covington has not\nentered into any material plan, contract, arrangement or amendment in connection with his appointment to the Board.\n\n \n\n**Appointment of Interim Chief Accounting Officer**\n\n \n\nOn\nJuly 1, 2026, the Company announced the appointment of Madeline Otero as Interim Chief Accounting Officer, effective as of the close of\nbusiness on July 1, 2026. Ms. Otero replaces Robert Loughran, who had served as Interim Chief Accounting Officer since March 15, 2026.\nMr. Loughran’s departure is not the result of any disagreement with the Company on any matter relating to its accounting principles,\nfinancial statement practices, or internal controls.\n\n \n\nMs.\nOtero, 51, joined the Company in July 2026 in connection with the TopBuild Acquisition and has been Chief Accounting Officer at TopBuild\nCorporation since 2023. Prior to joining TopBuild, Ms. Otero spent 23 years with Tupperware Brands Corporation and its subsidiaries, where\nshe served in numerous accounting and finance leadership roles including Chief Accounting Officer from 2021-2023, Senior Vice President\nFinance & Accounting from 2020-2021 and Vice President & Controller from 2018-2020. Ms. Otero started her career with Ernst &\nYoung, LLP. Ms. Otero has extensive experience in SEC reporting, technical accounting, internal controls, planning, forecasting, and M&A.\nMs. Otero is a Certified Public Accountant and holds a Bachelor’s degree in Accounting from the University of Puerto Rico and an\nExecutive Master of Business Administration from Rollins College.\n\n \n\nIn connection with her appointment, Ms. Otero will\nbe paid an annual base salary at an initial annual rate of $400,000 and her target annual bonus will initially be 65% of her base salary.\nMs. Otero will also be eligible to participate in equity awards pursuant to the QXO 2024 Omnibus Incentive Compensation Plan. Ms. Otero’s\nannual target equity award opportunity will be $600,000, subject to the terms and conditions of the QXO 2024 Omnibus Incentive Compensation\nPlan, and she will receive a retention award of $500,000 in restricted stock units, vesting thirty-five percent (35%) on the six-month\nanniversary of the closing of the TopBuild Acquisition and sixty-five percent (65%) on the twelve-month anniversary of the closing of\nthe TopBuild Acquisition, subject to her continued employment through the applicable vesting date.\n\n \n\n3\n\n \n\n \n\nNo family relationships exist between Ms. Otero\nand any directors or executive officers of the Company. There are no arrangements or understandings pursuant to which Ms. Otero was selected\nas an officer and no transactions to which the Company is or was a participant and in which Ms. Otero has a material interest subject\nto disclosure under Item 404(a) of Regulation S-K."}