RXO Names New CFO, Chris Galanti

TL;DR

RXO just hired Chris Galanti as CFO, starting Sept 16th. Big stock grant incoming.

AI Summary

On September 9, 2024, RXO, Inc. filed an 8-K report to disclose the appointment of a new Chief Financial Officer, Christopher "Chris" Galanti, effective September 16, 2024. Galanti will receive an annual base salary of $475,000 and will be eligible for an annual cash incentive award of up to 100% of his base salary. He will also receive a grant of restricted stock units (RSUs) with a target value of $1,500,000.

Why It Matters

The appointment of a new CFO is a significant leadership change that can impact the company's financial strategy and investor confidence.

Risk Assessment

Risk Level: medium — Changes in key executive positions like CFO can introduce uncertainty regarding future financial strategies and performance.

Key Numbers

• $475,000 — CFO Base Salary (Annual compensation for Chris Galanti)
• 100% — CFO Incentive Target (Maximum potential cash bonus for Chris Galanti)
• $1,500,000 — CFO RSU Grant (Value of stock award for Chris Galanti)

Key Players & Entities

• RXO, Inc. (company) — Registrant
• Christopher "Chris" Galanti (person) — Newly appointed Chief Financial Officer
• $475,000 (dollar_amount) — Annual base salary for new CFO
• 100% (dollar_amount) — Maximum annual cash incentive for new CFO
• $1,500,000 (dollar_amount) — Target value of RSU grant for new CFO
• September 16, 2024 (date) — Effective date of CFO appointment

FAQ

Key Financial Figures

• $0.01 — ch registered Common stock, par value $0.01 per share RXO New York Stock Exchan
• $1.025 billion — the "Business") (the "Transaction") for $1.025 billion in cash, subject to certain customary a

Filing Documents

• tm2423272d4_8k.htm (8-K) — 36KB
• tm2423272d4_ex23-1.htm (EX-23.1) — 2KB
• tm2423272d4_ex99-1.htm (EX-99.1) — 315KB
• tm2423272d4_ex99-2.htm (EX-99.2) — 208KB
• tm2423272d4_ex99-3.htm (EX-99.3) — 356KB
• tm2423272d4_ex99-1img001.jpg (GRAPHIC) — 3KB
• 0001104659-24-097965.txt ( ) — 1191KB
• rxo-20240909.xsd (EX-101.SCH) — 3KB
• rxo-20240909_lab.xml (EX-101.LAB) — 33KB
• rxo-20240909_pre.xml (EX-101.PRE) — 22KB
• tm2423272d4_8k_htm.xml (XML) — 3KB

01 Other

Item 8.01 Other Events. As previously reported, on June 21, 2024, RXO, Inc., a Delaware corporation ("RXO"), United Parcel Service of America, Inc., a Delaware corporation ("UPS"), UPS Corporate Finance S. R.L., a limited liability company ( socit responsabilit limite ) organized under the laws of the Grand Duchy of Luxembourg ("UPS Lux"), and UPS SCS (UK) LTD., a limited company formed under the laws of England and Wales ("UPS SCS", and together with UPS and UPS Lux, the "Sellers"), entered into a Purchase Agreement, pursuant to which, following the satisfaction or waiver of certain conditions, RXO will purchase the Sellers' technology-driven, asset light based truckload freight brokerage services business, as well as certain assets used to conduct haulage, dedicated transport and warehousing services in the United Kingdom (collectively, the "Business") (the "Transaction") for $1.025 billion in cash, subject to certain customary adjustments. The consummation of the Transaction is subject to the satisfaction of certain customary closing conditions, including expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which expired on August 1, 2024, and the absence of certain legal restraints on completion of the Transaction. This Current Report on Form 8-K is being filed in connection with the Transaction to provide (i) the audited combined financial statements of the Business, (ii) the unaudited combined interim financial information of the Business, (iii) the unaudited pro forma condensed combined financial information for RXO and the Business, in each case as described below and (iv) the consent of Deloitte & Touche LLP, the Sellers' independent registered public accounting firm. This Current Report on Form 8-K does not modify or update the consolidated financial statements of RXO included in RXO's Annual Report on Form 10-K for the year ended December 31, 2023 or in RXO's Quarterly Report on Form 10-Q for t

Forward-looking Statements

Forward-looking Statements This report includes forward-looking statements, including statements relating to the potential transaction, such as the expected funding and time period to consummate the potential transaction. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. In some cases, forward-looking "continue," "could," "intend," "may," "plan," "predict," "should," "will," "expect," "project," "forecast," "goal," "outlook," "target," 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 us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe 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 and Exchange Commission ("SEC") and the following: potential delays in consummating the potential transaction; RXO's ability to integrate the operations of the Business in a successful manner and in the expected time period; the possibility that any of the anticipated benefits and projected synergies of the potential transaction will not be realized or will not be realized on the anticipated terms and within the expected time period; the occurrence of any event, change or ot

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 23.1 Consent of Deloitte & Touche LLP. 99.1 Audited combined financial statements of the Business as of and for each of the years ended December 31, 2023 and 2022, and the independent auditor's report thereon. 99.2 Unaudited combined financial statements of the Business as of June 30, 2024 and for the six month periods ended June 30, 2024 and 2023. 99.3 Unaudited pro forma condensed combined financial information. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

SIGNATURES 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. RXO, Inc. Date: September 9, 2024 By: /s/ Jeffrey D. Firestone Jeffrey D. Firestone Chief Legal Officer and Corporate Secretary

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View this 8-K filing on SEC EDGAR