SEC Info - GXO Logistics, Inc. - ‘8-K’ for 4/10/24

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GXO Logistics, Inc. – ‘8-K’ for 4/10/24

On: Thursday, 4/11/24, at 4:08pm ET · For: 4/10/24 · Accession #: 1104659-24-46288 · File #: 1-40470

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

 4/11/24  GXO Logistics, Inc.               8-K:7,9     4/10/24   12:353K                                   Toppan Merrill/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     26K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     68K 
 3: EX-99.2     Miscellaneous Exhibit                               HTML     69K 
 7: R1          Cover                                               HTML     45K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
12: XML         XBRL Instance -- tm2411468d1_8k_htm                  XML     16K 
 8: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 5: EX-101.LAB  XBRL Labels -- gxo-20240410_lab                      XML     96K 
 6: EX-101.PRE  XBRL Presentations -- gxo-20240410_pre               XML     64K 
 4: EX-101.SCH  XBRL Schema -- gxo-20240410                          XSD     12K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    34K 
11: ZIP         XBRL Zipped Folder -- 0001104659-24-046288-xbrl      Zip     47K

‘8-K’ — Current Report

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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 April 10, 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 April 10, 2024 and April 11, 2024, GXO Logistics, Inc. (the “Company”) and Wincanton plc (“Wincanton”) announced that, in connection with the recommended cash offer made by 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 (the “Scheme”), as previously announced, the requisite majority of shareholders voted to approve the Scheme and the requisite majority of Wincanton shareholders voted to pass a special resolution in connection with the amendment of the articles of association of Wincanton and the implementation of the Scheme. A copy of the announcements are attached as Exhibit 99.1 and Exhibit 99.2 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		Press Release, dated April 10, 2024
99.2		Press Release, dated April 11, 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: April 11, 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:	4/11/24
For Period end:	4/10/24	3, 4
		List all Filings

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Filing Submission 0001104659-24-046288 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)