RXO (RXO) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 12, 2026, with virtual attendance available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by May 11, 2026.

Voting matters and shareholder proposals

• Election of eight directors is on the agenda, with all nominees recommended by the board.

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year 2026 is proposed.

• Amendment to the 2022 Omnibus Incentive Compensation Plan is up for approval.

• Advisory vote on executive compensation (say-on-pay) is included.

• Other business may be addressed as appropriate during the meeting.

Board of directors and corporate governance

• Board recommends all director nominees for election.

• Nominees include Drew Wilkerson, Christine Breves, Troy Cooper, Adrian Kingshott, Mary Kissel, Michelle Nettles, Stephen Renna, and Thomas Szlosek.