Form 8-K - Current report

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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): June 10, 2024

 

RXO, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-41514			88-2183384
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

 

11215 North Community House Road			28277
Charlotte, NC
(Address of principal executive offices)			(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			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 $0.01 per share

RXO

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 ☐

 

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. ☐

 

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Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2024, the Board of Directors of RXO, Inc. (the “Company”) appointed Mr. Troy Cooper as a Class II Director. Mr. Cooper will not serve on any Committee of the Company’s Board of Directors.

Item 7.01.    Regulation FD Disclosure.

On June 14, 2024, the Company issued a press release regarding Mr. Cooper’s appointment to the Board. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release, dated June 14, 2024, issued by RXO, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: June 14, 2024			RXO, INC.
			By:			/s/ Jeffrey D. Firestone
						Jeffrey D. Firestone
						Chief Legal Officer and Corporate Secretary

 

 

 

Exhibit 99.1

RXO Names Troy Cooper to Board of Directors

CHARLOTTE, N.C. — June 14, 2024 — RXO (NYSE: RXO), a leading provider of asset-light transportation solutions, announced the appointment of Troy Cooper to its Board of Directors.

Brad Jacobs, non-executive chairman of RXO said, "Troy's deep understanding of the truck brokerage industry, coupled with his impressive operational and financial expertise, will be tremendous assets to both the RXO board and the company."

Cooper is a transportation industry veteran with more than 11 years of experience in supply chain operations, including brokerage. He joined XPO in September 2011 as the senior vice president of operations and launched the company’s Charlotte, N.C., truck brokerage hub (now part of RXO) in 2012. Later, Cooper was promoted to chief operating officer and then chief executive officer of XPO Logistics Europe. In April 2018, he was named president of XPO’s global operations. During his tenure with the company, Cooper played an integral role in driving XPO’s growth. He retired from XPO in 2022.

Earlier in his career, Cooper served as the vice president and group controller at United Rentals where he played an instrumental role in the integration of more than 200 acquisitions across North America. He also served as the division controller at United Waste Systems. Cooper began his career in public accounting at Arthur Anderson. He graduated from Marietta College with a degree in accounting.

With the addition of Cooper, the RXO board now has nine directors, six of whom are independent.

For more information on RXO, visit www.rxo.com.

About RXO

RXO (NYSE: RXO) is a leading provider of asset-light transportation solutions. RXO offers tech-enabled truck brokerage services together with complementary solutions including managed transportation, freight forwarding and last mile delivery. The company combines massive capacity and cutting-edge technology to move freight efficiently through supply chains across North America. The company is headquartered in Charlotte, N.C. Visit RXO.com for more information and connect with RXO on Facebook, X, LinkedIn, Instagram and YouTube.

Media Contact

Erin Kelly

[e-mail]

Cover	Jun. 10, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 10, 2024
Entity Registrant Name	RXO, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-41514
Entity Tax Identification Number	88-2183384
Entity Address, Address Line One	11215 North Community House Road
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28277
City Area Code	(980)
Local Phone Number	308-6058
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	RXO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001929561
Amendment Flag	false

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