{"url_path":"/sec/rxo/8-k/2026-05-13/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":"2026-05-13","source_url":"https://www.sec.gov/Archives/edgar/data/1929561/0001929561-26-000029-index.html","accession_number":"0001929561-26-000029","cik":"0001929561","ticker":"RXO","issuer_name":"RXO, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1929561/0001929561-26-000029-index.html","primary_entity_key":"0001929561","primary_entity_name":"RXO, Inc."},"word_count":365,"has_tables":true,"body_markdown":"Item 5.07    Submission of Matters to a Vote of Security Holders.\n\nRXO, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 12, 2026. The following matters, which are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 30, 2026 (the “Proxy Statement”), were voted upon by the Company’s stockholders at the Annual Meeting. The final voting results are below:\n\nProposal 1 – Election of Directors.\n\nEach of the following individuals were elected by the stockholders to serve as directors of the Company for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon the votes set forth in the table below:\n\nName of NomineeForAgainstAbstainBroker Non-Votes\n\nDrew Wilkerson148,724,142720,64121,7305,616,809\n\nChristine Breves148,761,576660,50144,4365,616,809\n\nTroy Cooper149,345,34999,51421,6505,616,809\n\nAdrian Kingshott148,479,739965,01621,7585,616,809\n\nMary Kissel149,189,148255,83521,5305,616,809\n\nMichelle Nettles148,940,369504,94621,1985,616,809\n\nStephen Renna149,029,914415,08721,5125,616,809\n\nThomas Szlosek138,216,53211,228,14721,8345,616,809\n\nProposal 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm.\n\nThe Company’s stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for its fiscal year ending December 31, 2026 based upon the votes set forth in the table below:\n\nForAgainstAbstain\n\n154,953,800102,29127,231\n\nProposal 3 – Approval of an Amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan.\n\nThe Company’s stockholders approved an amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan to increase the number of available shares thereunder based upon the votes set forth in the table below:\n\nForAgainstAbstainBroker Non-Votes\n\n138,514,35210,452,178499,9835,616,809\n\nProposal 4 – Advisory Vote to Approve Executive Compensation.\n\nThe Company’s stockholders approved a nonbinding, advisory resolution approving the compensation of the Company’s named executive officers, as set forth in the Proxy Statement, based upon the votes set forth in the table below:\n\nForAgainstAbstainBroker Non-Votes\n\n142,771,2746,645,49749,7425,616,809\n\nSIGNATURE\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\nDate: May 13, 2026\nRXO, INC. \n\n \n\nBy:/s/ Jeffrey D. Firestone \n\nJeffrey D. Firestone \n\nChief Legal Officer and Corporate Secretary"}