XPO LOGISTICS, INC. (NYSE:XPO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On February 7, 2019, the Board of Directors (the “Board”) of XPO Logistics, Inc. (the “Company” or “XPO”) expanded the size of the Board to eight members and appointed Marlene Colucci to serve as a member of the Board, effective immediately. Ms. Colucci has served as the executive director of The Business Council, based in Washington, D.C., since July 2013. to the Company’s bylaws, Ms. Colucci will serve as a director for an initial term until the Company’s 2019 annual meeting of stockholders.
As a non-employee director, Ms. Colucci will be entitled to receive an annual cash retainer (currently $75,000) and an annual restricted stock unit (“RSU”) grant (currently $175,000 in value), which will be granted on the first business day of each calendar year and will vest on the first anniversary of the grant date. The number of RSUs granted will be determined by dividing $175,000 by the average of the closing price of the Company’s common stock on the 10 trading days immediately preceding the grant date. In addition, in connection with her appointment to the Company’s Board of Directors, Ms. Colucci received a one-time grant of 2,637 RSUs that shall vest on January 2, 2020, subject to Ms. Colucci’s continued service as a director of the Company.
The Board has determined that Ms. Colucci is “independent” under the applicable standards of the New York Stock Exchange, the Securities and Exchange Act of 1934, as amended, and the Company’s Corporate Governance Guidelines.
Item 8.01.Other Events.
In addition, on February 11, 2019, the Company announced that it has appointed AnnaMaria DeSalva to the newly created position of vice chairman of the Board. Ms. DeSalva is a current independent director and chairman of the Company’s Nominating and Governance Committee.
In connection with the establishment of the new position, the Board adopted certain amendments to the Company’s Corporate Governance Guidelines, setting forth the role of the vice chairman position, to be filled by an independent director. The updated Corporate Governance Guidelines are available on the Company’s website at www.xpo.com.
The Company issued a press release announcing the appointment of Ms. Colucci to the Board and the appointment of Ms. DeSalva as vice chairman. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
XPO Logistics, Inc. Exhibit
EX-99.1 2 form8k02132019ex991.htm EXHIBIT 99.1 Exhibit Exhibit 99.1 XPO Logistics Announces Board of Directors AppointmentsNames AnnaMaria DeSalva Vice Chairman,…
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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.