XPO (XPO) Proxy Filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the election of eight director nominees, each recommended by the board.

• Ratification of KPMG as the independent registered public accounting firm for fiscal year 2025 is on the agenda.

• An advisory vote to approve executive compensation will be held.

• Additional business may be addressed if properly brought before the meeting or any adjournment.

Board of directors and corporate governance

• Eight individuals are nominated for election to the board, including Brad Jacobs, Bella Allaire, J. Wes Frye, Mario Harik, Michael G. Jesselson, Allison Landry, Irene Moshouris, and Johnny C. Taylor, Jr.

Executive compensation and say-on-pay

• Shareholders will cast an advisory vote on the approval of executive compensation for the upcoming year.