XPO (XPO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, via live webcast, with voting on director elections, auditor ratification, and executive compensation approval.

• The company achieved strong financial and operational results in 2024, including a 51% increase in operating income and a 50% total shareholder return.

• The board recommends voting for all proposals, reflecting confidence in current leadership and governance.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, ratify KPMG LLP as the independent auditor for 2025, and approve executive compensation in a non-binding advisory vote.

• All director nominees are current board members, and the board recommends a vote for each.

• Shareholder proposals for the 2026 meeting must be submitted by December 3, 2025.

Board of directors and corporate governance

• The board consists of eight members with diverse backgrounds, 63% of whom are gender or ethnically diverse, and an average tenure of 4.9 years.

• Leadership roles are separated, with an executive chairman, lead independent director, and vice chair.

• All committees (Audit, Compensation and Human Capital, Nominating, Corporate Governance and Sustainability, Operational Excellence) are composed entirely of independent directors.

• Annual board and committee evaluations are conducted, and director compensation is benchmarked to market practices.

• Stock ownership guidelines and strict insider trading policies are enforced.