Gxo Logistics Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of ten (10) members of the Board of Directors to serve one-year terms until the 2027 Annual Meeting or until their successors are elected and qualified.

2. 2

   Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as GXO’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   A non-binding advisory (say-on-pay) vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.

   More detail

   This management-sponsored proposal asks stockholders to cast a non-binding advisory vote approving the company’s disclosed executive compensation for the named executive officers (NEOs). Management seeks this approval to validate its pay-for-performance framework and to demonstrate stockholder support for the Compensation Committee’s design and actions, including heavy weighting of variable, performance-based pay and the CEO sign-on awards tied to multi-year relative TSR. The proposal sits in the context of a CEO transition during 2025, targeted incentive metrics (Adjusted EBITDA, Free Cash Flow, Organic Revenue and Net New Business) and recent Board refreshment emphasizing operational and technology expertise. While advisory, a favorable vote reinforces the Board’s current compensation philosophy and gives the Compensation Committee license to continue its program design; a weak vote would trigger further engagement and potential plan redesign. Management recommends FOR, arguing the mix of short- and long-term incentives, stock ownership guidelines, clawback provisions, and independent consultant support align executive interests with long-term stockholder value. The committee also points to an approximately 89% prior say-on-pay support and active stockholder engagement as evidence of broad approval, while noting it will consider any dissenting feedback. Key risk considerations for investors include the use of relative TSR and multi-year PSUs that can produce high upside if peers outperform, the CEO sign-on award’s market-based structure, and the non-binding nature of the vote which limits direct enforcement. Overall, the proposal is a governance signal: a FOR vote affirms current pay practices and managerial alignment with long-term value creation, whereas a substantial vote against would likely lead to more substantive engagement and potential modifications to incentive metrics or award structures.

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When is the Gxo Logistics Inc 2026 annual meeting?

Gxo Logistics Inc (GXO) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Gxo Logistics Inc 2026 meeting?

The record date for the Gxo Logistics Inc 2026 meeting is Thursday, April 16, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Gxo Logistics Inc's 2026 meeting?

The board is presenting 10 director nominees at the Gxo Logistics Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Gxo Logistics Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Gxo Logistics Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.