XPO LOGISTICS, INC. (NYSE:XPO) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item5.03

On March14, 2017, the Board of Directors (the Board) of
XPO Logistics, Inc. (the Company) approved and adopted an
amendment (the Amendment) to the 2^nd Amended and Restated Bylaws of
the Company (the Bylaws) to add a new Section14 to Article
VII of the Bylaws containing a forum selection provision. The
Amendment provides that, unless the Company consents in writing
to the selection of an alternative forum, the sole and exclusive
forum for (i)any derivative action or proceeding brought on
behalf of the Company, (ii)any action asserting a claim for or
based on a breach of a fiduciary duty owed by any current or
former director or officer or other employee or agent of the
Company to the Company or the Companys stockholders, including a
claim alleging the aiding and abetting of such a breach of
fiduciary duty, (iii)any action asserting a claim against the
Company or any current or former director or officer or other
employee or agent of the Company arising to any provision of the
Delaware General Corporation Law or the Companys Certificate of
Incorporation or Bylaws (as either may be amended from time to
time), (iv)any action asserting a claim related to or involving
the Company or any current or former director or officer or other
employee or agent of the Company that is governed by the internal
affairs doctrine of the State of Delaware, or (v)any action
asserting an internal corporate claim as the term is defined in
Section115 of the Delaware General Corporation Law shall be the
Delaware Court of Chancery located within the State of Delaware
(or if the Delaware Court of Chancery in the State of Delaware
lacks jurisdiction over any such action or proceeding, the sole
and exclusive forum for such action or proceeding shall be
another state or federal court located within the State of
Delaware).

The preceding summary does not purport to be complete and is
qualified in its entirety by reference to the Amendment. A copy
of the Amendment is included as Exhibit 3.1 to this Current
Report on Form 8-K and is incorporated herein by reference.

In adopting the Amendment and determining that doing so is in the
best interests of the Company and its stockholders, the Board
considered various factors, including, among others: prevailing
market practice and perspectives on such provisions; the
importance to the Company and its stockholders of reducing
litigation costs and preventing corporate resources from being
unnecessarily diverted to address duplicative, costly and
wasteful multi-forum litigation; the value of facilitating
consistency and predictability in litigation outcomes for the
benefit of the Company and its stockholders; that the Company is
incorporated under the laws of the state of Delaware; that
adopting such an exclusive forum provision covering specified
claims does not materially change the substantive legal claims
available to stockholders; new Section115 of the Delaware General
Corporation Law and case law developments upholding the authority
of the board of directors to adopt such a provision and
confirming its validity and enforceability; and case law
developments outside of Delaware enforcing such provisions.

About XPO LOGISTICS, INC. (NYSE:XPO)

XPO Logistics, Inc. is a transportation and logistics company. The Company provides supply chain solutions. The Company operates in two segments: Transportation and Logistics. In the Transportation segment, it provides multiple services to facilitate the movement of raw materials, parts and finished goods. Its transportation services include freight brokerage, last mile, expedite, intermodal, less-than-truckload (LTL), full truckload and global forwarding services. Freight brokerage, last mile, expedite and global forwarding are all non-asset or asset-light businesses. LTL and full truckload are asset-based. In Logistics segment, it provides a range of contract logistics services, including highly engineered and customized solutions, e-commerce fulfillment and reverse logistics, as well as warehousing and distribution solutions, such as factory support, aftermarket support, integrated manufacturing, packaging, labeling, distribution and transportation.

XPO LOGISTICS, INC. (NYSE:XPO) Recent Trading Information

XPO LOGISTICS, INC. (NYSE:XPO) closed its last trading session down -0.68 at 49.45 with 881,772 shares trading hands.