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RXO, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and RXO, Inc.’s Form 8-K, filed May 13, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 11Ballot items
  • 321Asset managers
  • 3,358Fund votes
  • May 12, 2026Meeting date

Results at a glance

Meeting of May 12, 2026: 11 items on RXO, Inc.’s Form 8-K, filed May 13, 2026: 8 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore RXO, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by RXO, Inc.

These tallies are RXO, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 13, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

RXO, Inc. — official shareholder meeting results, meeting held May 12, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Drew Wilkerson 148,724,142720,64121,730 --5,616,809 99.5%Elected—
Elect Director: Christine Breves 148,761,576660,50144,436 --5,616,809 99.5%Elected—
Elect Director: Troy Cooper 149,345,34999,51421,650 --5,616,809 99.9%Elected—
Elect Director: Adrian Kingshott 148,479,739965,01621,758 --5,616,809 99.3%Elected—
Elect Director: Mary Kissel 149,189,148255,83521,530 --5,616,809 99.8%Elected—
Elect Director: Michelle Nettles 148,940,369504,94621,198 --5,616,809 99.6%Elected—
Elect Director: Stephen Renna 149,029,914415,08721,512 --5,616,809 99.7%Elected—
Elect Director: Thomas Szlosek 138,216,53211,228,14721,834 --5,616,809 92%Elected—
2. Ratification of the Appointment of Independent Registered Public Accounting Firm 154,953,800102,29127,231 ---- 99.9%Approved—
3. Approval of an Amendment to the RXO, Inc 138,514,35210,452,178499,983 --5,616,809 93%Approved—
4. Advisory Vote to Approve Executive Compensation 142,771,2746,645,49749,742 --5,616,809 96%Approved—

Source: RXO, Inc., Form 8-K, filed with the SEC on May 13, 2026 — read the filing on EDGAR.

How asset managers voted at the RXO, Inc. 2025-2026 meeting

Each item below shows how the 321 asset managers that disclosed a RXO, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Adrian Kingshott

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%
FOR: 148,479,739AGAINST: 965,016
Details: description as filed, official tally, votes by 77 asset managers

Description as filed by funds: Election of Directors: Adrian Kingshott

RXO, Inc.’s own tally for this item (“Elect Director: Adrian Kingshott”): 148,479,739 for, 965,016 against, per its Form 8-K filed May 13, 2026 (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 directors of the Company for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon th…”
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 77 asset managers below reported 44,780,952 for, 58,646 against, 16,256 abstained.

FOR
FOR: 44,780,952AGAINST: 58,646ABSTAIN: 16,256
Largest asset managers voting on “Election of Directors: Adrian Kingshott” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,825,76643,338 00For
BlackRock11,673,0400 00For
Fidelity2,693,2110 00For
Manager Directed Portfolios2,620,2740 00For
Charles Schwab2,319,4260 00For
State Street1,235,1011,230 00For
MFS776,8950 00For
TRUST FOR PROFESSIONAL MANAGERS751,1110 00For
RBB FUND, INC.447,7810 00For
TIAA354,5770 00For
Equitable348,3460 00For
Bridge Builder Trust325,1090 00For
Jackson National310,6710 00For
Russell Investments273,1520 00For
QUANTITATIVE MASTER SERIES LLC267,6070 00For
Columbia Threadneedle257,3570 00For
Principal247,8850 00For
Royce233,3160 00For
ALGER FUNDS225,1800 00For
Goldman Sachs210,1840 00For
New Age Alpha Funds Trust187,1120 00For
NORTHERN LIGHTS FUND TRUST II143,0050 00For
Guardian Variable Products Trust127,0710 00For
Lincoln Financial124,6340 00For
Empower120,0440 00For

Showing the 25 largest of 77 asset managers. See all 77 in the interactive database.

2. Elect Director: Christine Breves

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 148,761,576AGAINST: 660,501
Details: description as filed, official tally, votes by 77 asset managers

Description as filed by funds: Election of Directors: Christine Breves

RXO, Inc.’s own tally for this item (“Elect Director: Christine Breves”): 148,761,576 for, 660,501 against, per its Form 8-K filed May 13, 2026 (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 directors of the Company for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon th…”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 77 asset managers below reported 44,695,522 for, 144,076 against, 16,256 abstained.

FOR
FOR: 44,695,522AGAINST: 144,076ABSTAIN: 16,256
Largest asset managers voting on “Election of Directors: Christine Breves” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,825,76743,337 00For
BlackRock11,673,0400 00For
Fidelity2,693,2110 00For
Manager Directed Portfolios2,620,2740 00For
Charles Schwab2,319,4260 00For
State Street1,235,1011,230 00For
MFS776,8950 00For
TRUST FOR PROFESSIONAL MANAGERS751,1110 00For
RBB FUND, INC.447,7810 00For
TIAA354,5770 00For
Equitable348,3460 00For
Bridge Builder Trust325,1090 00For
Jackson National282,04428,627 00Mixed
Russell Investments273,1520 00For
QUANTITATIVE MASTER SERIES LLC267,6070 00For
Columbia Threadneedle257,3570 00For
Principal247,8850 00For
Royce233,3160 00For
ALGER FUNDS225,1800 00For
Goldman Sachs210,1840 00For
New Age Alpha Funds Trust187,1120 00For
NORTHERN LIGHTS FUND TRUST II143,0050 00For
Guardian Variable Products Trust127,0710 00For
Lincoln Financial110,08314,551 00Mixed
Empower120,0440 00For

Showing the 25 largest of 77 asset managers. See all 77 in the interactive database.

3. Elect Director: Drew Wilkerson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 148,724,142AGAINST: 720,641
Details: description as filed, official tally, votes by 77 asset managers

Description as filed by funds: Election of Directors: Drew Wilkerson

RXO, Inc.’s own tally for this item (“Elect Director: Drew Wilkerson”): 148,724,142 for, 720,641 against, per its Form 8-K filed May 13, 2026 (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 directors of the Company for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon th…”
Support: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 77 asset managers below reported 44,780,889 for, 58,708 against, 16,256 abstained.

FOR
FOR: 44,780,889AGAINST: 58,708ABSTAIN: 16,256
Largest asset managers voting on “Election of Directors: Drew Wilkerson” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,825,76643,337 00For
BlackRock11,673,0400 00For
Fidelity2,693,2110 00For
Manager Directed Portfolios2,620,2740 00For
Charles Schwab2,319,4260 00For
State Street1,235,0381,293 00For
MFS776,8950 00For
TRUST FOR PROFESSIONAL MANAGERS751,1110 00For
RBB FUND, INC.447,7810 00For
TIAA354,5770 00For
Equitable348,3460 00For
Bridge Builder Trust325,1090 00For
Jackson National310,6710 00For
Russell Investments273,1520 00For
QUANTITATIVE MASTER SERIES LLC267,6070 00For
Columbia Threadneedle257,3570 00For
Principal247,8850 00For
Royce233,3160 00For
ALGER FUNDS225,1800 00For
Goldman Sachs210,1840 00For
New Age Alpha Funds Trust187,1120 00For
NORTHERN LIGHTS FUND TRUST II143,0050 00For
Guardian Variable Products Trust127,0710 00For
Lincoln Financial124,6340 00For
Empower120,0440 00For

Showing the 25 largest of 77 asset managers. See all 77 in the interactive database.

4. Elect Director: Mary Kissel

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%
FOR: 149,189,148AGAINST: 255,835
Details: description as filed, official tally, votes by 77 asset managers

Description as filed by funds: Election of Directors: Mary Kissel

RXO, Inc.’s own tally for this item (“Elect Director: Mary Kissel”): 149,189,148 for, 255,835 against, per its Form 8-K filed May 13, 2026 (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 directors of the Company for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon th…”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 77 asset managers below reported 44,794,157 for, 45,441 against, 16,256 abstained.

FOR
FOR: 44,794,157AGAINST: 45,441ABSTAIN: 16,256
Largest asset managers voting on “Election of Directors: Mary Kissel” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,825,76943,335 00For
BlackRock11,673,0400 00For
Fidelity2,693,2110 00For
Manager Directed Portfolios2,620,2740 00For
Charles Schwab2,319,4260 00For
State Street1,235,1011,230 00For
MFS776,8950 00For
TRUST FOR PROFESSIONAL MANAGERS751,1110 00For
RBB FUND, INC.447,7810 00For
TIAA354,5770 00For
Equitable348,3460 00For
Bridge Builder Trust325,1090 00For
Jackson National310,6710 00For
Russell Investments273,1520 00For
QUANTITATIVE MASTER SERIES LLC267,6070 00For
Columbia Threadneedle257,3570 00For
Principal247,8850 00For
Royce233,3160 00For
ALGER FUNDS225,1800 00For
Goldman Sachs210,1840 00For
New Age Alpha Funds Trust187,1120 00For
NORTHERN LIGHTS FUND TRUST II143,0050 00For
Guardian Variable Products Trust127,0710 00For
Lincoln Financial124,6340 00For
Empower120,0440 00For

Showing the 25 largest of 77 asset managers. See all 77 in the interactive database.

5. Elect Director: Michelle Nettles

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%
FOR: 148,940,369AGAINST: 504,946
Details: description as filed, official tally, votes by 77 asset managers

Description as filed by funds: Election of Directors: Michelle Nettles

RXO, Inc.’s own tally for this item (“Elect Director: Michelle Nettles”): 148,940,369 for, 504,946 against, per its Form 8-K filed May 13, 2026 (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 directors of the Company for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon th…”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 77 asset managers below reported 44,756,675 for, 82,923 against, 16,256 abstained.

FOR
FOR: 44,756,675AGAINST: 82,923ABSTAIN: 16,256
Largest asset managers voting on “Election of Directors: Michelle Nettles” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,801,48967,615 00For
BlackRock11,673,0400 00For
Fidelity2,693,2110 00For
Manager Directed Portfolios2,620,2740 00For
Charles Schwab2,319,4260 00For
State Street1,235,1011,230 00For
MFS776,8950 00For
TRUST FOR PROFESSIONAL MANAGERS751,1110 00For
RBB FUND, INC.447,7810 00For
TIAA354,5770 00For
Equitable348,3460 00For
Bridge Builder Trust325,1090 00For
Jackson National310,6710 00For
Russell Investments273,1520 00For
QUANTITATIVE MASTER SERIES LLC267,6070 00For
Columbia Threadneedle257,3570 00For
Principal247,8850 00For
Royce233,3160 00For
ALGER FUNDS225,1800 00For
Goldman Sachs210,1840 00For
New Age Alpha Funds Trust187,1120 00For
NORTHERN LIGHTS FUND TRUST II143,0050 00For
Guardian Variable Products Trust127,0710 00For
Lincoln Financial124,6340 00For
Empower120,0440 00For

Showing the 25 largest of 77 asset managers. See all 77 in the interactive database.

6. Elect Director: Stephen Renna

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%
FOR: 149,029,914AGAINST: 415,087
Details: description as filed, official tally, votes by 77 asset managers

Description as filed by funds: Election of Directors: Stephen Renna

RXO, Inc.’s own tally for this item (“Elect Director: Stephen Renna”): 149,029,914 for, 415,087 against, per its Form 8-K filed May 13, 2026 (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 directors of the Company for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon th…”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 77 asset managers below reported 44,780,954 for, 58,644 against, 16,256 abstained.

FOR
FOR: 44,780,954AGAINST: 58,644ABSTAIN: 16,256
Largest asset managers voting on “Election of Directors: Stephen Renna” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,825,76843,336 00For
BlackRock11,673,0400 00For
Fidelity2,693,2110 00For
Manager Directed Portfolios2,620,2740 00For
Charles Schwab2,319,4260 00For
State Street1,235,1011,230 00For
MFS776,8950 00For
TRUST FOR PROFESSIONAL MANAGERS751,1110 00For
RBB FUND, INC.447,7810 00For
TIAA354,5770 00For
Equitable348,3460 00For
Bridge Builder Trust325,1090 00For
Jackson National310,6710 00For
Russell Investments273,1520 00For
QUANTITATIVE MASTER SERIES LLC267,6070 00For
Columbia Threadneedle257,3570 00For
Principal247,8850 00For
Royce233,3160 00For
ALGER FUNDS225,1800 00For
Goldman Sachs210,1840 00For
New Age Alpha Funds Trust187,1120 00For
NORTHERN LIGHTS FUND TRUST II143,0050 00For
Guardian Variable Products Trust127,0710 00For
Lincoln Financial124,6340 00For
Empower120,0440 00For

Showing the 25 largest of 77 asset managers. See all 77 in the interactive database.

7. Elect Director: Thomas Szlosek

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 138,216,532AGAINST: 11,228,147
Details: description as filed, official tally, votes by 77 asset managers

Description as filed by funds: Election of Directors: Thomas Szlosek

RXO, Inc.’s own tally for this item (“Elect Director: Thomas Szlosek”): 138,216,532 for, 11,228,147 against, per its Form 8-K filed May 13, 2026 (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 directors of the Company for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon th…”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 77 asset managers below reported 41,850,687 for, 2,988,911 against, 16,256 abstained.

FOR
FOR: 41,850,687AGAINST: 2,988,911ABSTAIN: 16,256
Largest asset managers voting on “Election of Directors: Thomas Szlosek” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,801,42567,679 00For
BlackRock11,673,0400 00For
Fidelity2,693,2110 00For
Manager Directed Portfolios2,620,2740 00For
Charles Schwab02,319,426 00Against
State Street1,235,1011,230 00For
MFS776,8950 00For
TRUST FOR PROFESSIONAL MANAGERS751,1110 00For
RBB FUND, INC.447,7810 00For
TIAA354,5770 00For
Equitable348,3460 00For
Bridge Builder Trust325,1090 00For
Jackson National310,6710 00For
Russell Investments0273,152 00Against
QUANTITATIVE MASTER SERIES LLC267,6070 00For
Columbia Threadneedle257,3570 00For
Principal247,8850 00For
Royce233,3160 00For
ALGER FUNDS225,1800 00For
Goldman Sachs210,1840 00For
New Age Alpha Funds Trust187,1120 00For
NORTHERN LIGHTS FUND TRUST II0143,005 00Against
Guardian Variable Products Trust127,0710 00For
Lincoln Financial124,6340 00For
Empower120,0440 00For

Showing the 25 largest of 77 asset managers. See all 77 in the interactive database.

8. Elect Director: Troy Cooper

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 149,345,349AGAINST: 99,514
Details: description as filed, official tally, votes by 77 asset managers

Description as filed by funds: Election of Directors: Troy Cooper

RXO, Inc.’s own tally for this item (“Elect Director: Troy Cooper”): 149,345,349 for, 99,514 against, per its Form 8-K filed May 13, 2026 (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 directors of the Company for a term expiring at the annual meeting of stockholders in 2027 and until their respective successors have been elected and qualified or until their death, resignation or removal, based upon th…”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 77 asset managers below reported 44,839,598 for, 16,256 abstained.

FOR
FOR: 44,839,598ABSTAIN: 16,256
Largest asset managers voting on “Election of Directors: Troy Cooper” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,869,1040 00For
BlackRock11,673,0400 00For
Fidelity2,693,2110 00For
Manager Directed Portfolios2,620,2740 00For
Charles Schwab2,319,4260 00For
State Street1,236,3310 00For
MFS776,8950 00For
TRUST FOR PROFESSIONAL MANAGERS751,1110 00For
RBB FUND, INC.447,7810 00For
TIAA354,5770 00For
Equitable348,3460 00For
Bridge Builder Trust325,1090 00For
Jackson National310,6710 00For
Russell Investments273,1520 00For
QUANTITATIVE MASTER SERIES LLC267,6070 00For
Columbia Threadneedle257,3570 00For
Principal247,8850 00For
Royce233,3160 00For
ALGER FUNDS225,1800 00For
Goldman Sachs210,1840 00For
New Age Alpha Funds Trust187,1120 00For
NORTHERN LIGHTS FUND TRUST II143,0050 00For
Guardian Variable Products Trust127,0710 00For
Lincoln Financial124,6340 00For
Empower120,0440 00For

Showing the 25 largest of 77 asset managers. See all 77 in the interactive database.

9. 3. Approval of an Amendment to the RXO, Inc

Official resultFund totals may overlapCOMPENSATIONReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

93% Approved · of votes cast

FOR 93%
FOR: 138,514,352AGAINST: 10,452,178
Details: description as filed, official tally, votes by 81 asset managers

Description as filed by funds: Approval of an Amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan.

RXO, Inc.’s own tally for this item (“3. Approval of an Amendment to the RXO, Inc”): 138,514,352 for, 10,452,178 against — passed, per its Form 8-K filed May 13, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved an amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan to increase the number of available shares thereunder based upon the votes set forth in the table below:”
Support: 93% 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: 76 asset managers voting on “Approval of an Amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan.” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,869,04062 30For
BlackRock11,673,0400 00For
Fidelity2,693,2110 00For
Manager Directed Portfolios2,620,2740 00For
Charles Schwab2,319,4260 00For
State Street1,212,00124,330 00For
MFS776,8950 00For
TRUST FOR PROFESSIONAL MANAGERS0751,111 00Against
RBB FUND, INC.171,075276,706 00Mixed
TIAA0354,577 00Against
Equitable348,3460 00For
Bridge Builder Trust325,1090 00For
Jackson National0310,671 00Against
Russell Investments273,1520 00For
QUANTITATIVE MASTER SERIES LLC267,6070 00For
Columbia Threadneedle257,3570 00For
Principal108,177139,708 00Mixed
Royce00 233,3160Abstain
ALGER FUNDS0225,180 00Against
Goldman Sachs210,1840 00For
New Age Alpha Funds Trust0187,112 00Against
NORTHERN LIGHTS FUND TRUST II143,0050 00For
Guardian Variable Products Trust0127,071 00Against
Lincoln Financial110,08314,551 00Mixed
Thrivent0112,766 00Against

Fund voting reports, all 76 managers: 41,151,678 for, 3,344,713 against, 249,575 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 5 asset managers voting on “Approval of an Amendment to the RXO, Inc. 2022 Omnibus Incentive Compensation Plan.” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Orbis Allan Gray Ltd30,602,2990 00For
Vident Advisory, LLC4,8720 00For
CHECK CAPITAL MANAGEMENT INC/CA9000 00For
MIDDLETON & CO INC/MA8500 00For
Boltwood Capital Management2500 00For

Institutional-manager reports, all 5 managers: 30,609,171 for.

10. 4. Advisory Vote to Approve Executive Compensation

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%
FOR: 142,771,274AGAINST: 6,645,497
Details: description as filed, official tally, votes by 320 asset managers

Description as filed by funds: Advisory Vote to Approve Executive Compensation.

RXO, Inc.’s own tally for this item (“4. Advisory Vote to Approve Executive Compensation”): 142,771,274 for, 6,645,497 against — passed, per its Form 8-K filed May 13, 2026 (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: 78 asset managers voting on “Advisory Vote to Approve Executive Compensation.” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,869,06440 00For
BlackRock11,673,0400 00For
Fidelity2,693,2110 00For
Manager Directed Portfolios2,620,2740 00For
Charles Schwab2,319,4260 00For
State Street1,236,3310 00For
MFS776,8950 00For
TRUST FOR PROFESSIONAL MANAGERS751,1110 00For
RBB FUND, INC.483,7990 00For
TIAA0354,577 00Against
Equitable348,3460 00For
Bridge Builder Trust325,1090 00For
Jackson National310,6710 00For
Russell Investments273,1520 00For
QUANTITATIVE MASTER SERIES LLC267,6070 00For
Columbia Threadneedle257,3570 00For
Principal247,8850 00For
Royce233,3160 00For
ALGER FUNDS225,1800 00For
Goldman Sachs210,1840 00For
New Age Alpha Funds Trust187,1120 00For
NORTHERN LIGHTS FUND TRUST II143,0050 00For
Guardian Variable Products Trust127,0710 00For
Lincoln Financial124,6340 00For
Empower120,0440 00For

Fund voting reports, all 78 managers: 44,538,332 for, 354,617 against, 16,256 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 266 asset managers voting on “Advisory Vote to Approve Executive Compensation.” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Orbis Allan Gray Ltd30,602,2990 00For
Finepoint Capital LP9,436,6370 00For
Fidelity6,586,6540 00For
AustralianSuper Pty Ltd05,477,009 00Against
State Street4,025,2550 00For
Hood River Capital Management LLC3,851,1390 00For
GEODE CAPITAL MANAGEMENT, LLC3,226,9180 00For
Charles Schwab2,472,7370 00For
BlackRock2,355,9242,338 3190For
Boston Partners1,985,5730 00For
Vanguard1,250,0470 00For
FRONTIER CAPITAL MANAGEMENT CO LLC1,170,07330,629 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/1,097,6590 00For
Northern Trust875,3230 00For
KENNEDY CAPITAL MANAGEMENT LLC813,6150 00For
PRINCIPAL GLOBAL INVESTORS805,9470 00For
Russell Investments635,5500 00For
PRIMECAP MANAGEMENT CO/CA/603,0760 00For
MELLON INVESTMENTS Corp591,4530 00For
WEATHERBIE CAPITAL, LLC546,8920 00For
Goldman Sachs391,8590 00For
Nuveen0375,543 00Against
T. Rowe Price369,0560 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC362,6300 00For
Legal & General Investment Management America Inc0254,775 00Against

Institutional-manager reports, all 266 managers: 78,640,454 for, 6,426,664 against, 450 abstained, 2,586 not voted. Showing the 25 largest; see all in the interactive database.

11. 2. Ratification of the Appointment of Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

99.9% Approved · of votes cast

FOR 99.9%
FOR: 154,953,800AGAINST: 102,291
Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026.

RXO, Inc.’s own tally for this item (“2. Ratification of the Appointment of Independent Registered Public Accounting Firm”): 154,953,800 for, 102,291 against — passed, per its Form 8-K filed May 13, 2026 (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, 2026 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 76 asset managers below reported 44,660,749 for, 68,959 against, 16,256 abstained.

FOR
FOR: 44,660,749AGAINST: 68,959ABSTAIN: 16,256
Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ” at RXO, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard16,869,1040 00For
BlackRock11,673,0400 00For
Fidelity2,693,2110 00For
Manager Directed Portfolios2,620,2740 00For
Charles Schwab2,319,4260 00For
State Street1,236,3310 00For
MFS776,8950 00For
TRUST FOR PROFESSIONAL MANAGERS751,1110 00For
RBB FUND, INC.447,7810 00For
TIAA354,5770 00For
Equitable348,3460 00For
Bridge Builder Trust325,1090 00For
Jackson National310,6710 00For
Russell Investments273,1520 00For
QUANTITATIVE MASTER SERIES LLC267,6070 00For
Columbia Threadneedle257,3570 00For
Principal247,8850 00For
Royce233,3160 00For
ALGER FUNDS225,1800 00For
Goldman Sachs210,1840 00For
New Age Alpha Funds Trust187,1120 00For
NORTHERN LIGHTS FUND TRUST II143,0050 00For
Guardian Variable Products Trust127,0710 00For
Lincoln Financial124,6340 00For
Thrivent112,7660 00For

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

Largest RXO, Inc. shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 164,867,000 shares outstanding at the time of that meeting.

Fund voting reports: top RXO, Inc. shareholders by shares voted on “Advisory Vote to Approve Executive Compensation.”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 10.23%
2BlackRock 7.08%
3Fidelity 1.63%
4Manager Directed Portfolios 1.59%
5Charles Schwab 1.41%
6State Street 0.75%
7MFS 0.47%
8TRUST FOR PROFESSIONAL MANAGERS 0.46%
9RBB FUND, INC. 0.29%
10TIAA 0.22%
Institutional-manager reports: top RXO, Inc. shareholders by shares voted on “Advisory Vote to Approve Executive Compensation.”, 2025-2026
#Asset manager % of shares outstanding
1Orbis Allan Gray Ltd 18.56%
2Finepoint Capital LP 5.72%
3Fidelity 4.00%
4AustralianSuper Pty Ltd 3.32%
5State Street 2.44%
6Hood River Capital Management LLC 2.34%
7GEODE CAPITAL MANAGEMENT, LLC 1.96%
8Charles Schwab 1.50%
9BlackRock 1.43%
10Boston Partners 1.20%

Reported RXO, Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

RXO, Inc. holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
Orbis Investment Management Limited 21.04% 13G
BlackRock 14.66% 13F
Vanguard Group 10.50% 13F
Vanguard Portfolio Management 5.52% 13G
State Street 3.98% 13F
Wellington Management Group LLP 2.86% 13G
Geode Capital 2.42% 13F
Charles Schwab 1.58% 13F
Morgan Stanley 1.34% 13F
Dimensional Fund Advisors 1.24% 13F

Percentages above are of 164,867,000 shares outstanding, as reported by RXO, Inc. on its Form 10-Q dated March 31, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from RXO, Inc.’s 10-Q dated March 31, 2026. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At RXO, Inc.'s shareholder meeting held May 12, 2026, in the 2025-2026 proxy season, 321 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 3,358 separate fund positions. On the most widely held item on that ballot — Advisory Vote to Approve Executive Compensation. — RXO, Inc.'s filing reports the proposal as approved, with 96% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: RXO, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 13, 2026.

RXO, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.