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iTwo American Lane, iGreenwich,
iConnecticuti06831
(Address of principal executive offices)
i203-i489-1287
(Registrant’s
telephone number, including area code)
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(s)
Name of each exchange on which registered
iCommon stock, par value $0.01 per share
iGXO
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Directors
On July 21, 2021, the board of directors (the “board”) of GXO Logistics,
Inc. (the “company”) expanded its size from one director to two directors and appointed Clare Chatfield to the board, effective as of July 22, 2021. Ms. Chatfield was appointed to serve as a member of the Audit Committee of the board. Biographical and compensation information for Ms. Chatfield can be found in the company’s Information Statement (as defined below) under the sections entitled “Directors” and “Director Compensation,” which are incorporated by reference into this Item 5.02.
Appointment of Officers
On July 21, 2021, the board approved the appointment of Karlis Kirsis as Chief Legal Officer,
effective July 21, 2021. Biographical and compensation information for Mr. Kirsis can be found in the company’s Information Statement (as defined below) under the sections entitled “Management” and “Executive Compensation,” which are incorporated by reference into this Item 5.02.
Item 7.01. Regulation FD Disclosure.
The companypreviously filed with the U.S. Securities and Exchange Commission
a registration statement on Form 10, initially publicly filed on June 9, 2021 (as amended, the “Registration Statement”), relating to the distribution by XPO Logistics, Inc. (“XPO”) of all of the outstanding shares of common stock of the company, par value $0.01 per share (the “GXO Common Stock”), to XPO stockholders. On July 21, 2021, the Registration Statement became effective. The Registration Statement includes a preliminary information statement that describes the distribution and provides important information regarding the company’s business and management.
The final information statement, dated July
23, 2021 (the “Information Statement”), is attached hereto as Exhibit 99.1.
As further described in the Information Statement, XPO expects to distribute one share of GXO Common Stock for each share of XPO common stock, par value $0.001 per share, held as of 5:00 p.m. EST on July 23, 2021, the record date for the distribution. Subject to the satisfaction or waiver of the conditions for the distribution, which are described in the Information Statement, the distribution is expected to occur at 12:01 a.m. Eastern Time on August 2, 2021 (the “Distribution Date”).
Beginning on or around July 22, 2021, GXO Common Stock began trading on a when-issued
basis on the New York Stock Exchange under the ticker symbol “GXO WI”. Subject to the distribution occurring on the Distribution Date, at the close of trading on July 30, 2021, when-issued trading of GXO Common Stock will end and on August 2, 2021, regular way trading under the ticker symbol “GXO” will begin.
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 (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Forward-Looking Statements
This Current Report on Form 8-K includes forward-looking statements
within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements, including the statements above regarding plans, benefits and timing of the contemplated spin-off transaction. 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 statements. Factors that might cause or contribute to a material difference include the risks discussed in our filings with the SEC and the following: economic
conditions generally; the severity, magnitude, duration and aftereffects of the COVID-19 pandemic and government responses to the COVID-19 pandemic; our ability to align our investments in capital assets, including equipment, service centers and warehouses, to our customers’ demands; our ability to implement our cost and revenue initiatives; our ability to successfully integrate and realize anticipated synergies, cost savings and profit improvement opportunities with respect to acquired companies; matters related to our intellectual property rights; fluctuations in currency exchange rates; fuel price and fuel surcharge changes; natural disasters, terrorist attacks or similar incidents; risks and uncertainties regarding the potential timing and expected benefits of the proposed spin-off of our logistics segment, including final approval for the proposed spin-off and the risk that the spin-off may not be completed on the terms or timeline currently contemplated, if at
all; the impact of the proposed spin-off on the size and business diversity of our company; the ability of the proposed spin-off to qualify for tax-free treatment for U.S. federal income tax purposes; our ability to develop and implement suitable information technology systems and prevent failures in or breaches of such systems; our substantial indebtedness; our ability to raise debt and equity capital; fluctuations in fixed and floating interest rates; our ability to maintain positive relationships with our network of third-party transportation providers; our ability to attract and retain qualified drivers; labor matters, including our ability to manage our subcontractors, and risks associated with labor disputes at our customers and efforts by labor organizations to organize our employees; litigation, including litigation related to alleged misclassification of independent contractors
and securities class actions; risks associated with our self-insured claims; risks associated with defined benefit plans for our current and former employees; and governmental regulation, including trade compliance laws, as well as changes in international trade policies and tax regimes; governmental or political actions, including the United Kingdom’s exit from the European Union; and competition and pricing pressures.
All forward-looking statements set forth in this Current Report on Form 8-K 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 Current Report on Form 8-K 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
