GXO Logistics Appoints New Directors, CFO Gets New Agreement

TL;DR

GXO board shakeup: Gruener out, Johnson & Vest in. CFO Cetinok inks new deal.

AI Summary

GXO Logistics, Inc. announced on December 3, 2024, the departure of director Michael L. Gruener. The company also announced the election of two new directors, Mark R. Johnson and Robert L. Vest, effective December 3, 2024. Additionally, the company entered into a new employment agreement with its Chief Financial Officer, Baris Cetinok, effective December 3, 2024.

Why It Matters

Changes in the board of directors and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive employment agreements can introduce uncertainty regarding future strategic direction and executive compensation, potentially impacting investor sentiment.

Key Players & Entities

• GXO Logistics, Inc. (company) — Registrant
• Michael L. Gruener (person) — Departing Director
• Mark R. Johnson (person) — Newly Elected Director
• Robert L. Vest (person) — Newly Elected Director
• Baris Cetinok (person) — Chief Financial Officer
• December 3, 2024 (date) — Effective date of changes

FAQ

Key Financial Figures

• $0.01 — registered Common stock, par value $0.01 per share GXO New York Stock Exchan
• $1,000,000 — n, and (b) three additional payments of $1,000,000 on each of the first three anniversarie

Filing Documents

• eh240564135_8k-gxo.htm (8-K) — 34KB
• eh240564135_ex9901.htm (EX-99.1) — 9KB
• image_001.jpg (GRAPHIC) — 6KB
• 0000950142-24-002877.txt ( ) — 232KB
• gxo-20241203.xsd (EX-101.SCH) — 3KB
• gxo-20241203_lab.xml (EX-101.LAB) — 33KB
• gxo-20241203_pre.xml (EX-101.PRE) — 22KB
• eh240564135_8k-gxo_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 3, 2024, the Company issued a press release announcing Mr. Wilson's retirement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including statements regarding the executive transition and settlement agreement terms. In some cases, forward-looking statements can be identified by the use of forward-looking terms such as "anticipate," "estimate," "believe," "continue," "could," "intend," "may," "plan," "potential," "predict," "should," "will," "expect," "objective," "projection," "forecast," "goal," "guidance," "outlook," "effort," "target," "trajectory" or the negative of these terms or other comparable terms. However, the absence of these words does not mean that the statements are not forward-looking. These forward-looking statements are based on certain assumptions and analyses made by the company in light of its experience and its perception of historical trends, current conditions and expected future developments, as well as other factors the company believes are appropriate in the circumstances. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking filings with the SEC and the following: economic conditions generally; supply chain challenges, including labor shortages; competition and pricing pressures; our ability to align our investments in capital assets, including equipment, service centers and warehouses, to our respective customers

forward-looking statements should therefore be construed in the light of such factors

forward-looking statements should therefore be construed in the light of such factors. All forward-looking statements set forth in this report are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to or effects on us or our business or operations. Forward-looking statements set forth in this report speak only as of the date hereof, and we do not undertake any obligation to update forward-looking statements to reflect subsequent events or circumstances, changes in expectations or the occurrence of unanticipated events, except to the extent required by law.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description 99.1 Press release, dated December 3, 2024, issued by GXO Logistics, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: December 3, 2024 GXO LOGISTICS, INC. By: /s/ Karlis P. Kirsis Name: Karlis P. Kirsis Title: Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR