Research Reports

Summary

RXO, Inc. held its 2026 Annual Meeting of Stockholders on May 12, 2026, where stockholders elected eight directors, ratified Deloitte & Touche LLP as independent auditor, approved an amendment to the 2022 Omnibus Incentive Compensation Plan, and supported executive compensation on an advisory basis.

Key takeaways

Eight director nominees were elected; Thomas Szlosek received significantly lower 'For' votes (138.2M) and higher 'Against' votes (11.2M) than other nominees, indicating notable dissent.

Deloitte & Touche LLP was ratified as independent registered public accounting firm for fiscal year ending December 31, 2026, with overwhelming support (154.95M For vs. 102K Against).

Amendment to the 2022 Omnibus Incentive Compensation Plan was approved to increase available shares, though 10.45M votes opposed — the highest opposition among all proposals.

Advisory vote on executive compensation passed with 142.8M For votes, but 6.65M Against votes reflect meaningful shareholder concern regarding pay practices.

Full analysis

The 2026 Annual Meeting reflects routine corporate governance actions, but notable voting patterns warrant investor attention. While all director nominees were elected, Thomas Szlosek’s comparatively weak support — with over 11.2 million 'Against' votes — stands out against peers who received under 1 million 'Against' votes each, suggesting specific concerns about his candidacy or board performance. The ratification of Deloitte & Touche LLP faced minimal opposition, reinforcing auditor continuity. The incentive plan amendment passed despite substantial opposition (10.45M votes), signaling potential shareholder skepticism about equity dilution or program scope. Similarly, the advisory say-on-pay vote passed but drew 6.65M 'Against' votes — the second-highest opposition count — indicating persistent scrutiny of executive compensation alignment. Broker non-votes (5.62M across three proposals) reflect the absence of discretionary voting authority on certain matters, limiting full participation. Collectively, these results highlight stable governance outcomes tempered by measurable dissent on compensation and board composition issues.