Not independent
Tenure on this board
2.0 yrs
7 nominees · 3 ballot items.
Three proposals: (1) election of seven directors to the Board, (2) ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026, and (3) 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.
To elect seven (7) members of the Board of Directors for a term to expire at the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
To ratify the appointment of Deloitte & Touche LLP as QXO’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Non-binding advisory ("say-on-pay") vote to approve the compensation of the company’s named executive officers as disclosed in the Proxy Statement.
This non-binding advisory 'say-on-pay' proposal asks stockholders to approve the compensation disclosed for QXO’s named executive officers (NEOs) as presented in the Proxy Statement. Management is seeking shareholder endorsement to validate its pay-for-performance design, which is heavily weighted toward long-term, equity-based incentives (RSUs and PSUs) with rigorous relative TSR performance hurdles tied to the S&P 500 and a high threshold (no payout below the 55th percentile and up to 225% at the 90th percentile). The Board frames the program as aligning executives’ interests with durable stockholder value creation, citing substantial equity ownership by executive officers and robust stockholder-alignment features such as transfer restrictions and multi-year vesting schedules. Recent company-specific context includes significant transformational transactions (the Beacon acquisition and other funding/financing activity), a TSR-driven payout certification for the initial 2024 PSU tranche at a premium level, and management’s use of negative discretion to reduce cash STI payouts to zero for 2025 due to Adjusted EBITDA performance—illustrating both upside and downside alignment. The proposal is advisory only and not binding on the Board, but the Board and the Compensation and Talent Committee state they will consider the vote results when making future compensation decisions, which gives the vote signaling importance for future plan design. Supporters would argue the program ties pay to long-term TSR and executive retention during an active M&A and integration period; critics could point to the size and front-loaded nature of certain initial equity awards (notably the CEO’s multi-year grant), potential dilution from large equity pools and investor-aligned contingencies, and the limited direct use of operating profitability metrics in some long-term awards. Management contends that rigorous performance measures, significant executive ownership, and structural holding/transfer restrictions mitigate these concerns while enabling the company to attract and retain leadership experienced in large-scale integration and growth. In sum, the vote evaluates whether shareholders accept management’s stated balance of long-term equity incentives, strict relative performance thresholds, and severance/retention mechanics given the company’s recent acquisitions, capital raises, and demonstrated TSR performance; a FOR vote signals endorsement of the current compensation framework while a negative vote would function as an important input prompting potential program adjustments.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Orbis Allan Gray Ltd | 10.03% | 72,703,134 | $1.4B |
| 2 | MORGAN STANLEY | 7.91% | 57,383,710 | $1.1B |
| 3 | VANGUARD CAPITAL MANAGEMENT LLC | 3.89% | 28,240,850 | $548M |
| 4 | Invesco Ltd. | 3.78% | 27,431,055 | $533M |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.54% | 25,659,978 | $498M |
| 6 | Alpha Wave Global, LP | 3.36% | 24,390,244 | $474M |
| 7 | MFN Partners Management, LP | 3.23% | 23,454,350 | $455M |
| 8 | FRED ALGER MANAGEMENT, LLC | 3.09% | 22,404,712 | $435M |
| 9 | Affinity Partners GP LP | 2.26% | 16,411,379 | $319M |
| 10 | Affinity Partners GP LP | 2.24% | 16,274,686 | $316M |
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