qxo-20260505
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 8-K
______________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2026
______________________________
QXO, INC.
(Exact name of registrant as specified in its charter)
______________________________
Delaware | 001-38063 | 16-1633636 | |||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||
Five American Lane Greenwich, Connecticut | 06831 | ||||||||||
(Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: 888-998-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
| Common stock, par value $0.00001 per share | QXO | New York Stock Exchange | ||||||||||||
| Depositary Shares, each representing a 1/20th interest in a share of 5.50% Series B Mandatory Convertible Preferred Stock, par value $0.001 per share | QXO.PRB | New York Stock Exchange | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) 2026 Annual Meeting of Stockholders
On May 5, 2026, QXO, Inc. (the "Company") held its Annual Meeting of Stockholders, at which the Company’s stockholders considered three (3) proposals, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 24, 2026 (the “2026 Proxy Statement”).
(b) Voting Results
Proposal No. 1 – Stockholders elected seven directors to hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified. The final votes with respect to each director nominee were:
For | Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||
Brad Jacobs | 697,420,464 | 5,134,231 | 211,397 | 68,471,492 | |||||||||||||||||||
Jason Aiken | 701,193,574 | 1,360,735 | 211,783 | 68,471,492 | |||||||||||||||||||
Marlene Colucci | 691,481,576 | 7,581,392 | 3,703,124 | 68,471,492 | |||||||||||||||||||
Mario Harik | 699,490,909 | 3,070,421 | 204,762 | 68,471,492 | |||||||||||||||||||
Mary Kissel | 700,149,277 | 2,209,873 | 406,942 | 68,471,492 | |||||||||||||||||||
Jared Kushner | 694,743,033 | 6,270,023 | 1,753,036 | 68,471,492 | |||||||||||||||||||
Allison Landry | 699,143,435 | 3,336,733 | 285,924 | 68,471,492 | |||||||||||||||||||
Proposal No. 2 – Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final votes were:
For | 769,798,979 | ||||
Against | 1,195,792 | ||||
Abstain | 242,813 | ||||
Broker Non-Votes | 0 | ||||
Proposal No. 3 – Stockholders approved the executive compensation for the Company’s named executive officers as presented in the 2026 Proxy Statement on a non-binding, advisory basis. The final votes were:
For | 685,011,490 | ||||
Against | 17,106,083 | ||||
Abstain | 648,519 | ||||
Broker Non-Votes | 68,471,492 | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 8, 2026 | QXO, INC. | ||||||||||
By: | /s/ Christopher Signorello | ||||||||||
| Christopher Signorello | |||||||||||
| Chief Legal Officer | |||||||||||