QXO Files DEF 14A for May 5, 2026 Annual Meeting
| Field | Detail |
|---|---|
| Company | Def 14a - Qxo, Inc. (0001236275) (Filer) |
| Filed Date | Mar 24, 2026 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 19 min |
| Sentiment | neutral |
Complexity: moderate
Sentiment: neutral
Topics: proxy-statement, annual-meeting, corporate-governance
TL;DR
**QXO just dropped its proxy statement for the May 5th annual meeting, get ready to vote on leadership and pay!**
AI Summary
QXO, Inc. filed a DEF 14A proxy statement on March 24, 2026, for its upcoming annual meeting on May 5, 2026. This filing includes important information about the company's board of directors, executive compensation, and proposals shareholders will vote on. For investors, this matters because it provides transparency into QXO's governance and leadership, which can influence future performance and shareholder value.
Why It Matters
This filing outlines the key decisions and leadership structure shareholders will vote on, directly impacting QXO's strategic direction and accountability.
Risk Assessment
Risk Level: low — This is a routine proxy filing for an annual meeting, providing transparency rather than indicating immediate financial risk.
Analyst Insight
A smart investor would review the full DEF 14A document (tm267778-6_def14a.htm) to understand the specific proposals, director nominees, and executive compensation details before the May 5, 2026 meeting.
Key Numbers
- 2026-03-24 — Filing Date (The date QXO, Inc. submitted the DEF 14A.)
- 2026-05-05 — Period of Report (Likely the date of the annual shareholder meeting.)
- 39 — Documents (The total number of documents included in this filing.)
Key Players & Entities
- QXO, Inc. (company) — the filer of the DEF 14A
- 0001236275 (company) — QXO, Inc.'s CIK number
- March 24, 2026 (date) — the filing date of the DEF 14A
- May 5, 2026 (date) — the Period of Report, likely the annual meeting date
FAQ
What is the purpose of QXO, Inc.'s DEF 14A filing on March 24, 2026?
The DEF 14A filing by QXO, Inc. on March 24, 2026, is an 'Other definitive proxy statement' (Form DEF 14A) which typically provides shareholders with information needed to vote at an upcoming meeting, in this case, with a Period of Report of May 5, 2026.
When is the annual meeting or period of report for QXO, Inc. based on this filing?
Based on the filing, the 'Period of Report' is May 5, 2026, which is typically the date of the annual shareholder meeting for which the proxy statement is being filed.
Filing Stats: 4,640 words · 19 min read · ~15 pages · Grade level 13.3 · Accepted 2026-03-24 06:04:57
Filing Documents
- tm267778-6_def14a.htm (DEF 14A) — 1145KB
- bc_ceoneocomp-pn.jpg (GRAPHIC) — 47KB
- bc_realizedpay-pn.jpg (GRAPHIC) — 27KB
- ic_blackcheck-bw.gif (GRAPHIC) — 1KB
- ic_bluecheck-pn.gif (GRAPHIC) — 1KB
- ic_committee-pn.gif (GRAPHIC) — 1KB
- ic_committee-pn.jpg (GRAPHIC) — 1KB
- ic_datetime-pn.jpg (GRAPHIC) — 3KB
- ic_place-pn.jpg (GRAPHIC) — 3KB
- ic_recorddate-pn.jpg (GRAPHIC) — 3KB
- lg_qxo-pn.jpg (GRAPHIC) — 15KB
- pc_boarddirectors-pn.jpg (GRAPHIC) — 25KB
- ph_alisonlandry-4c.jpg (GRAPHIC) — 9KB
- ph_bradjacobs-4c.jpg (GRAPHIC) — 8KB
- ph_christopherexe-4c.jpg (GRAPHIC) — 6KB
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- ph_jaredkushner-4c.jpg (GRAPHIC) — 8KB
- ph_jasonaiken-4c.jpg (GRAPHIC) — 8KB
- ph_marioharik-4c.jpg (GRAPHIC) — 9KB
- ph_marlenecolucci-4c.jpg (GRAPHIC) — 9KB
- ph_marykissel-4c.jpg (GRAPHIC) — 9KB
- ph_valeriliborskiexe-4c.jpg (GRAPHIC) — 5KB
- px_26qxoproxy1pg01-bw.jpg (GRAPHIC) — 218KB
- px_26qxoproxy1pg02-bw.jpg (GRAPHIC) — 170KB
- sg_bradjacobs-bw.jpg (GRAPHIC) — 6KB
- 0001104659-26-033501.txt ( ) — 3520KB
- qxo-20251231.xsd (EX-101.SCH) — 10KB
- qxo-20251231_def.xml (EX-101.DEF) — 3KB
- qxo-20251231_lab.xml (EX-101.LAB) — 35KB
- qxo-20251231_pre.xml (EX-101.PRE) — 5KB
- tm267778-6_def14a_htm.xml (XML) — 228KB
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 23
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 25
Executive Compensation Overview
Executive Compensation Overview 26 Delivering Stockholder Returns and Executing on Growth Strategies in 2025 26 Pay Mix and At-Risk Compensation 26 Stockholder Engagement 27 Base Salaries 27 Annual Cash-Based Short-Term Incentives 27 Equity-Based Long-Term Incentives 28 Long-Term Focus and Stockholder Alignment 29 Pay-for-Performance Alignment 29 2025 Summary Compensation Table 30 Overview of 2024 Executive Employment Arrangements 30 Employment Agreement with Brad Jacobs, Chief Executive Officer 31 Employment Agreement with Ihsan Essaid, Chief Financial Officer 33 2026 QXO, Inc TABLE OF CONTENTS Arrangements with Other Executive Officers 34 Severance Plan and CIPA 34 Other Executive Compensation Policies or Practices 34 Outstanding Equity Awards at December 31, 2025 36 2025 Director Compensation Table 36 Pay Versus Performance 37 Relationship Between Compensation Actually Paid and Performance Measures 38 Additional Disclosure on CEO Equity Award 39 AUDIT-RELATED MATTERS 40 Audit Committee Report 40 Policy Regarding Pre-Approval of Services Provided by the Outside Auditors 41 Services Provided by the Outside Auditors 41 PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING 42 Proposal 1: Election of Directors 42 Proposal 2: Ratification of the Appointment of Deloitte as Our Independent Registered Public Accounting Firm for Fiscal Year 2026 43 Proposal 3: Advisory Vote to Approve Executive Compensation 44 ADDITIONAL INFORMATION 45 Availability of Annual Report and Proxy Statement 45 A Note About Our Website 45
Forward-Looking Statements
Forward-Looking Statements 46 2026 QXO, Inc TABLE OF CONTENTS PROXY STATEMENT SUMMARY This proxy statement (the "Proxy Statement") sets forth information relating to the solicitation of proxies by the board of directors of QXO, Inc. (the "Board of Directors" or the "Board") in connection with our 2026 Annual Meeting of Stockholders (the "Annual Meeting"). This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting. 2026 ANNUAL MEETING OF STOCKHOLDERS Our Notice of Internet Availability of Proxy Materials (the "Notice") is first being mailed on or about March 24, 2026 to stockholders of record of our common stock as of the close of business on March 9, 2026 (the "Record Date"). The Notice provides instructions on how to access our proxy materials and vote online. Date and Time Place Record Date Tuesday, May 5, 2026, at 10:00 a.m. Eastern Time Virtual Meeting Site: www.virtualshareholdermeeting.com/ QXO2026 You can vote if you were a stockholder of record as of the close of business on March 9, 2026 Admission: You are invited to attend the annual meeting of stockholders of QXO, Inc. The Annual Meeting will be a virtual meeting of stockholders. You will be able to attend the Annual Meeting at www.virtualshareholdermeeting.com/QXO2026 . You will need to provide the 16-digit control number on your proxy card to access the Annual Meeting. If the shares of common stock you hold are in an account at a broker, dealer, commercial bank, trust company or other nominee (i.e., in "street name"), you must register in advance to participate in the Annual Meeting, to vote electronically and to submit questions during the live webcast of the meeting. To register in advance, you must obtain a legal proxy from the bank, broker or other nominee that holds your shares, giving you the right to