RXO INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Our Board of Directors has nominated for election at the Annual Meeting each of the following persons to serve as Class II directors until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Adrian Kingshott

RXO INC.’s own tally for this item (“Elect Director: Adrian Kingshott”): 98,075,875 for, 3,350,548 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the following individuals were elected by the stockholders to serve as Class II directors of the Company for a term expiring at the annual meeting of stockholders in 2025 and until their respective successors have been elected and qualified or until their death, resignation or removal, base…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of RXO INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR ADRIAN KINGSHOTT” (2 managers, 10,407 for, 90,687 against).

The 88 asset managers below reported 42,058,437 for, 1,229,470 against, 7,405 abstained.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: Our Board of Directors has nominated for election at the Annual Meeting each of the following persons to serve as Class II directors until the 2025 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Christine Breves

RXO INC.’s own tally for this item (“Elect Director: Christine Breves”): 100,047,020 for, 1,377,711 against, per its Form 8-K filed May 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Each of the following individuals were elected by the stockholders to serve as Class II directors of the Company for a term expiring at the annual meeting of stockholders in 2025 and until their respective successors have been elected and qualified or until their death, resignation or removal, base…”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of RXO INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “ELECT DIRECTOR CHRISTINE BREVES” (2 managers, 101,094 for).

The 88 asset managers below reported 42,519,688 for, 768,219 against, 7,405 abstained.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: Advisory vote to approve executive compensation.

RXO INC.’s own tally for this item (“3. Advisory Vote to Approve Executive Compensation”): 92,917,681 for, 8,336,632 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved a nonbinding, advisory resolution approving the compensation of the Company's named executive officers, as set forth in the Proxy Statement, based upon the votes set forth in the table below:”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 88 managers: 42,329,619 for, 1,059,132 against, 7,405 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 288 managers: 57,543,000 for, 7,921,191 against, 101,828 abstained, 1,759 not voted, 13,083 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2024.

RXO INC.’s own tally for this item (“2. Ratification of the Appointment of Independent Registered Public Accounting Firm”): 108,458,898 for, 68,278 against — passed, per its Form 8-K filed May 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2024 based upon the votes set forth in the table below:”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 43,288,570 for, 7,405 abstained.

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.