RXO INC. 2024-2025 Proxy Voting Records

Description as filed by funds: Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serve as Class II directors and two of the following persons to serve as Class III directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Class II Nominees: Adrian Kingshott

RXO INC.’s own tally for this item (“Elect Director: Adrian Kingshott”): 144,204,007 for, 892,020 against, per its Form 8-K filed May 23, 2025 (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 and Class III directors of the Company for a term expiring at the annual meeting of stockholders in 2026 and until their respective successors have been elected and qualified or until their death, resi…”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 56,007,079 for, 19,091 against, 5,956 abstained.

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

Description as filed by funds: Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serve as Class II directors and two of the following persons to serve as Class III directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Class II Nominees: Christine Breves

RXO INC.’s own tally for this item (“Elect Director: Christine Breves”): 144,711,332 for, 363,505 against, per its Form 8-K filed May 23, 2025 (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 and Class III directors of the Company for a term expiring at the annual meeting of stockholders in 2026 and until their respective successors have been elected and qualified or until their death, resi…”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 56,007,080 for, 19,090 against, 5,956 abstained.

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

Description as filed by funds: Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serve as Class II directors and two of the following persons to serve as Class III directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Class II Nominees: Troy Cooper

RXO INC.’s own tally for this item (“Elect Director: Troy Cooper”): 144,961,176 for, 148,210 against, per its Form 8-K filed May 23, 2025 (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 and Class III directors of the Company for a term expiring at the annual meeting of stockholders in 2026 and until their respective successors have been elected and qualified or until their death, resi…”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 56,023,765 for, 2,405 against, 5,956 abstained.

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

Description as filed by funds: Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serve as Class II directors and two of the following persons to serve as Class III directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Class III Nominees: Mary Kissel

RXO INC.’s own tally for this item (“Elect Director: Mary Kissel”): 144,641,203 for, 455,255 against, per its Form 8-K filed May 23, 2025 (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 and Class III directors of the Company for a term expiring at the annual meeting of stockholders in 2026 and until their respective successors have been elected and qualified or until their death, resi…”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 56,023,764 for, 2,406 against, 5,956 abstained.

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

Description as filed by funds: Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serve as Class II directors and two of the following persons to serve as Class III directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Class III Nominees: Michelle Nettles

RXO INC.’s own tally for this item (“Elect Director: Michelle Nettles”): 144,389,119 for, 707,636 against, per its Form 8-K filed May 23, 2025 (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 and Class III directors of the Company for a term expiring at the annual meeting of stockholders in 2026 and until their respective successors have been elected and qualified or until their death, resi…”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 56,002,204 for, 23,966 against, 5,956 abstained.

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

Description as filed by funds: TO APPROVE, PURSUANT TO SECTION 312.03 OF THE NYSE LISTED COMPANY MANUAL, THE ISSUANCE OF RXO, INC. COMMON STOCK UPON THE EXERCISE OF CERTAIN OF ITS PRE-FUNDED WARRANTS TO PURCHASE 3,700,718 SHARES OF ITS COMMON STOCK.

The 96 asset managers below reported 52,457,829 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

The 4 asset managers below reported 157,398 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

The 96 asset managers below reported 49,524,183 for, 2,927,690 against, 5,956 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

The 4 asset managers below reported 157,398 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

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”): 139,565,395 for, 5,490,043 against — passed, per its Form 8-K filed May 23, 2025 (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: 96% 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 89 managers: 56,037,925 for, 26,276 against, 5,956 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 291 managers: 104,268,853 for, 5,710,095 against, 6,399 abstained, 2,469 not voted. 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 2025.

RXO INC.’s own tally for this item (“2. Ratification of the Appointment of Independent Registered Public Accounting Firm”): 152,184,572 for, 124,312 against — passed, per its Form 8-K filed May 23, 2025 (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, 2025 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 87 asset managers below reported 55,911,341 for, 56,339 against, 5,956 abstained.

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.