7 unchanged sentences
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15 under the Securities Exchange Act of 1934, as amended.
−Removed: Under the supervision and with the participation of our management, including our CEO and CFO, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: Under the supervision and with the participation of our management, including our CEO and CFO, we evaluated the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the “Internal Control - Integrated Framework” (2013 framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2022.
−Removed: KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report on Form 10-K, has issued an audit report, which is included elsewhere within this Form 10-K, on the effectiveness of our internal control over financial reporting.
+Added: Management excluded from its design and assessment of internal control over financial reporting Clipper Logistics plc which was acquired on May 24, 2022.
+Added: Clipper Logistics plc constituted approximately 6% of our total assets, excluding associated goodwill and intangible assets, and approximately 6% of our consolidated revenues as of and for the year ended December 31, 2022.
+Added: Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year of acquisition while integrating the acquired company under guidelines established by the SEC.
+Added: KPMG LLP, the independent registered public accounting firm that audited the financial statements included in this Annual Report, has issued an audit report, which is included elsewhere within this Annual Report, on the effectiveness of our internal control over financial reporting.
Changes in Internal Control Over Financial Reporting
4 unchanged sentences
Directors, Executive Officers and Corporate Governance.
−Removed: The information required by Item 10 of Part III of Form 10-K (other than certain information required by Item 401 of Regulation S-K with respect to our executive officers, which is provided under Item 1 of Part I of this Annual Report on Form 10-K) will be set forth in our definitive Proxy Statement for the 2022 Annual Meeting of Stockholders and is incorporated herein by reference.
−Removed: The Proxy Statement, or an amendment to this Annual Report on Form 10-K containing the information, will be filed with the SEC before April 30, 2022.
+Added: The information required by Item 10 of Part III of Form 10-K (other than certain information required by Item 401 of Regulation S-K with respect to our executive officers, which is provided under Item 1 of Part I of this Annual Report) will be set forth in our definitive Proxy Statement for the 2023 Annual Meeting of Stockholders (the “Proxy Statement”) and is incorporated herein by reference.
+Added: The Proxy Statement, or an amendment to this Annual Report containing the information, will be filed with the SEC on or before May 1, 2023.
We have adopted a Code of Business Ethics (the “Code of Ethics”), which is applicable to our principal executive officer, principal financial officer, principal accounting officer and other senior officers.
3 unchanged sentences
The information required by Item 11 of Part III of Form 10-K will be set forth in our Proxy Statement for the 2023 Annual Meeting of Stockholders and is incorporated herein by reference.
−Removed: The Proxy Statement containing the information will be filed with the SEC before April 30, 2022.
+Added: The Proxy Statement, or an amendment to this Annual Report containing the information will be filed with the SEC on or before May 1, 2023.
Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters.
The information required by Item 12 of Part III of Form 10-K, including information regarding security ownership of certain beneficial owners and management and information regarding securities authorized for issuance under equity compensation plans, will be set forth in our Proxy Statement for the 2023 Annual Meeting of Stockholders and is incorporated herein by reference.
−Removed: The Proxy Statement containing the information will be filed with the SEC before April 30, 2022.
+Added: The Proxy Statement, or an amendment to this Annual Report containing the information will be filed with the SEC on or before May 1, 2023.
Certain Relationships and Related Transactions, and Director Independence.
The information required by Item 13 of Part III of Form 10-K will be set forth in our Proxy Statement for the 2023 Annual Meeting of Stockholders and is incorporated herein by reference.
−Removed: The Proxy Statement, or an amendment to this Annual Report on Form 10-K containing the information, will be filed with the SEC before April 30, 2022.
+Added: The Proxy Statement, or an amendment to this Annual Report containing the information, will be filed with the SEC on or before May 1, 2023.
Principal Accountant Fees and Services.
−Removed: Our independent registered public accounting firm is KPMG LLP , Dallas, TX , Auditor Firm ID:
+Added: Our independent registered public accounting firm is KPMG LLP , Stamford, CT , Auditor Firm ID:
The information required by Item 14 of Part III of Form 10-K will be set forth in our Proxy Statement for the 2023 Annual Meeting of Stockholders and is incorporated herein by reference.
−Removed: The Proxy Statement containing the information will be filed with the SEC before April 30, 2022.
+Added: The Proxy Statement, or an amendment to this Annual Report containing the information will be filed with the SEC on or before May 1, 2023.
Exhibit and Financial Statement Schedules.
7 unchanged sentences
001-40470) filed with the SEC on August 2, 2021).
+Added: 2.2 Recommended cash and share acquisition of Clipper Logistics PLC by GXO Logistics, Inc., dated as of February 28, 2022 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (Commission file no.
+Added: 001-40470) filed with the SEC on March 1, 2022).
+Added: 2.3 Cooperation Agreement between GXO Logistics, Inc.
+Added: and Clipper Logistics PLC (incorporated by reference to Exhibit 2.2 of the Company’s Current Report on Form 8-K (Commission file no.
+Added: 001-40470) filed with the SEC on March 1, 2022).
3.1 Amended and Restated Certificate of Incorporation of GXO Logistics, Inc.
12 unchanged sentences
001-40470) filed with the SEC on July 7, 2021).
−Removed: 4.3 Registration Rights Agreement, dated July 2, 2021, by and among GXO Logistics, Inc., Barclays Capital Inc., Citigroup Global Markets Inc., Credit Agricole Securities, (USA) Inc.
−Removed: and Goldman Sachs & Co.
−Removed: LLC (incorporated by reference to Exhibit 4.3 to the Company’s Amendment No.
−Removed: 3 to the Registration Statement on Form 10 (Commission file no.
−Removed: 001-40470) filed with the SEC on July 7, 2021).
4.3 Registration Rights Agreement by and among Jacobs Private Equity, LLC and GXO Logistics, Inc., dated as of September 29, 2021 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (Commission file no.
001-40470) filed with the SEC on October 1, 2021).
−Removed: 4.5* Description of Registrant’s Securities.
−Removed: 10.1 Transition Services Agreement by and between XPO Logistics, Inc.
−Removed: and GXO Logistics, Inc., dated as of August 1, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no.
−Removed: 001-40470) filed with the SEC on August 2, 2021).
+Added: 4.4 Description of Securities (incorporated by reference to Exhibit 4.5 of the Company’s Annual Report on Form 10-K (Commission file no.
+Added: 001-40470) filed with the SEC on February 17, 2022).
10.1 Tax Matters Agreement by and between XPO Logistics, Inc.
10 unchanged sentences
001-40470) filed with the SEC on August 2, 2021).
−Removed: 10.6+ Form of Option Award Agreement under the GXO Logistics, Inc.
−Removed: 2021 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’ s Registration Statement on Form 10 (Commission file no.
−Removed: 001-40470) filed with the SEC on June 9, 2021).
10.5+ GXO Logistics, Inc.
1 unchanged sentence
001-40470) filed with the SEC on August 2, 2021).
+Added: 10.6+ Form of Option Award Agreement under the GXO Logistics, Inc.
+Added: 2021 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (Commission file no.
+Added: 001-40470) filed with the SEC on June 9, 2021).
+Added: 10.7+ Form of Restricted Stock Unit Award Agreement (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.4 of the Company's Quarterly Report on Form 10-Q (Commission file no.
+Added: 001-40470) filed with the SEC on May 5, 2022).
+Added: 10.8+ Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q (Commission file no.
+Added: 001-40470) filed with the SEC on November 2, 2021).
+Added: 10.9+ Form of Restricted Stock Unit Award Agreement (Service-Vesting) (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q (Commission file no.
+Added: 001-40470) filed with the SEC on November 2, 2021).
+Added: 10.10+ Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.5 of the Company's Quarterly Report on Form 10-Q (Commission file no.
+Added: 001-40470) filed with the SEC on May 5, 2022).
10.11+ GXO Logistics, Inc.
1 unchanged sentence
001-40470) filed with the SEC on August 2, 2021).
−Removed: 10.9+ Award Agreement under the XPO Logistics, Inc.
−Removed: Cash Long-Term Incentive Plan between XPO Logistics, Inc.
−Removed: and Malcolm Wilson, dated as of January 15, 2020 (incorporated by reference to Exhibit 10.5 to the Company ’ s Registration Statement on Form 10 (Commission file no.
−Removed: 001-40470) filed with the SEC on June 9, 2021).
10.12+ Offer Letter between XPO Logistics Europe and Malcolm Wilson, dated as of May 14, 2021 (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form 10 (Commission file no.
2 unchanged sentences
001-40470) filed with the SEC on June 9, 2021).
−Removed: 10.12+ Award Agreement under the XPO Logistics, Inc.
−Removed: Cash Long-Term Incentive Plan between XPO Logistics, Inc.
−Removed: and Maryclaire Hammond dated as of January 15, 2020 (incorporated by reference to Exhibit 10.6 to the Company ’ s Registration Statement on Form 10 (Commission file no.
−Removed: 001-40470) filed with the SEC on June 9, 2021).
10.14+ Offer Letter between XPO Logistics Europe and Maryclaire Hammond, dated as of May 14, 2021 (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form 10 (Commission file no.
5 unchanged sentences
001-40470) filed with the SEC on July 7, 2021).
−Removed: 10.16+ Award Agreement under the XPO Logistics, Inc.
−Removed: Cash Long-Term Incentive Plan between XPO Logistics, Inc.
−Removed: and Karlis Kirsis, dated as of January 15, 2020 (incorporated by reference to Exhibit 10.17 to the Company ’ s Amendment No.
−Removed: 5 to the Registration Statement on Form 10 (Commission file no.
−Removed: 001-40470) filed with the SEC on July 19, 2021).
10.17+ Offer Letter between XPO Logistics Europe and Karlis Kirsis, dated as of July 9, 2021 (incorporated by reference to Exhibit 10.16 to the Company’s Amendment No.
10 unchanged sentences
001-40470) filed with the SEC on June 9, 2021).
−Removed: 10.21+ Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.12 to the Company’ s Quarterly Report on Form 10-Q (Commission file no.
−Removed: 001-40470) filed with the SEC on November 2, 2021).
−Removed: 10.22+ Form of Restricted Stock Unit Award Agreement (Service-Vesting) (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.13 to the Company’ s Quarterly Report on Form 10-Q (Commission file no.
−Removed: 001-40470) filed with the SEC on November 2, 2021).
10.21+ Offer Letter between GXO Logistics, Inc.
1 unchanged sentence
001-40470) filed with the SEC on November 2, 2021).
+Added: 10.22+ Form of Deed of Irrevocable Undertaking (incorporated by reference to Exhibit 10.01 of the Company’s Current Report on Form 8-K (Commission file no.
+Added: 001-40470) filed with the SEC on March 1, 2022).
10.23 Credit Agreement, dated as of June 23, 2021, by and among GXO Logistics, Inc., the lenders and other parties from time to time party thereto, and Citibank, N.A., as Administrative Agent and an Issuing Lender (incorporated by reference to Exhibit 10.13 to the Company’s Amendment No.
1 unchanged sentence
001-40470) filed with the SEC on July 7, 2021).
+Added: 10.24 Term Loan Credit Agreement, dated as of March 22, 2022, by and among GXO Logistics, Inc., the lenders and other parties from time to time party thereto, and Barclays Bank plc, as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no.
+Added: 001-40470) filed with the SEC on March 23, 2022).
+Added: 10.25*** Term Loan Credit Agreement, dated as of May 25, 2022, by and among the Company, the lenders and other parties from time to time party thereto, and Barclays Bank plc, as Administrative Agent (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K (Commission file no.
+Added: 001-40470) filed with the SEC on May 26, 2022).
21.1* Subsidiaries of the registrant.
13 unchanged sentences
** Furnished herewith.
+Added: *** Exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
+Added: The Company will furnish supplementally copies of omitted exhibits to the SEC or its staff upon its request.
+ This exhibit is a management contract or compensatory plan or arrangement.
32 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.