SEC Info - GXO Logistics, Inc. - ‘8-K’ for 3/14/24

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GXO Logistics, Inc. – ‘8-K’ for 3/14/24

On: Thursday, 3/14/24, at 7:20am ET · For: 3/14/24 · Accession #: 1104659-24-34219 · File #: 1-40470

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  GXO Logistics, Inc.               8-K:7,9     3/14/24   11:1.3M                                   Toppan Merrill/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     27K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML   1.01M 
 6: R1          Cover                                               HTML     45K 
 8: XML         IDEA XML File -- Filing Summary                      XML     11K 
11: XML         XBRL Instance -- tm248750d1_8k_htm                   XML     16K 
 7: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- gxo-20240314_lab                      XML     96K 
 5: EX-101.PRE  XBRL Presentations -- gxo-20240314_pre               XML     64K 
 3: EX-101.SCH  XBRL Schema -- gxo-20240314                          XSD     12K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    34K 
10: ZIP         XBRL Zipped Folder -- 0001104659-24-034219-xbrl      Zip    189K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): i March 14, 2024

i GXO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

i Delaware

i 001-40470

i 86-2098312

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification
Number)

i Two American Lane i Greenwich, i Connecticut		i 06831
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: ( i 203) i 489-1287

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

	i ¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	i ¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	i ¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	i ¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
i Common stock, par value $0.01 per share		i GXO		i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company i ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01.

Regulation FD Disclosure.

On March 14, 2024, Wincanton plc (“Wincanton”) published the Scheme Document (the “Scheme Document”) relating to the recommended cash offer by GXO Logistics, Inc. (the “Company”) for the entire issued and to be issued share capital of Wincanton to be effected by means of a court-sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006, as previously announced. A copy of the Scheme Document is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in 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, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates any such information by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Exhibit Title or Description
99.1		Scheme Document, dated March 14, 2024
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.

Date: March 14, 2024	GXO Logistics, Inc.

	By:	/s/ *Karlis P. Kirsis*
		Chief Legal Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

Filed on / For Period end:	3/14/24	None on these Dates
		List all Filings

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Filing Submission 0001104659-24-034219 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)