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As Of Filer Filing For·On·As Docs:Size 9/08/15 XPO Logistics, Inc. 8-K:5,9 9/08/15 2:68K |
Document/Exhibit Description Pages Size 1: 8-K Form 8-K 9-4-15 HTML 29K 2: EX-3.1 Articles of Incorporation/Organization or By-Laws HTML 9K
8-K |
Delaware | 03-0450326 | |||
(State
or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
o | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
1. | The issuance of 12,500,546 shares of the
Company’s common stock, par value $0.001 per share, upon the conversion of 562,525 shares of the Company’s outstanding Series C Convertible Perpetual Preferred Stock; |
2. | An amendment to the Company’s amended and restated certificate of incorporation, as previously amended, increasing the number of authorized shares of common stock, par value $0.001 per share, from 150,000,000 to 300,000,000; |
3. | The
XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan (the “XPO Equity Plan”) for purposes of qualification under the French “law on growth, activity, and equality of economic chances” (as adopted on July 10, 2015, the “Macron Law”) so that equity grants that are made under the XPO Equity Plan to individuals who are subject to taxation under French law may qualify as “free grants of shares” under the Macron Law; and |
4. | To adjourn or postpone the special meeting, if necessary, to solicit additional proxies. |
Proposal 1: Issuance of common stock upon the conversion of Series C Convertible Perpetual Preferred Stock: |
Votes
For | 84,694,055 | |||||
Votes Against | 931,604 | |||||
Abstentions | 56,818 |
Proposal
2: Approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of Common stock: |
Votes For | 90,055,706 | |||||
Votes
Against | 5,021,275 | |||||
Abstentions | 131,504 |
Proposal
3: Approval of the Company’s Amended and Restated 2011 Omnibus Incentive Compensation Plan for French Macron Law purposes: |
Votes For | 84,986,397 | |||||
Votes
Against | 604,823 | |||||
Abstentions | 91,257 |
Proposal 4: Adjourn
or postpone the Special Meeting, if necessary: |
Votes For | 92,883,363 | |||||
Votes Against | 2,147,802 | |||||
Abstentions | 177,320 |
Date: September 8, 2015 | XPO LOGISTICS, INC. | |||
By: | /s/
Gordon E. Devens | |||
Senior Vice President and General Counsel | ||||
This ‘8-K’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on / For Period End: | 9/8/15 | DEF 14A | ||
8/12/15 | DEF 14A | |||
7/10/15 | PRER14A | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/08/24 XPO, Inc. 10-K 12/31/23 130:15M 2/13/23 XPO, Inc. 10-K 12/31/22 131:17M 2/16/22 XPO, Inc. 10-K 12/31/21 133:18M 4/02/21 XPO, Inc. S-3ASR 4/02/21 3:286K Toppan Merrill/FA 2/12/21 XPO, Inc. 10-K 12/31/20 129:17M |