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Based on that evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of December 31, 2023 were effective as of such time such that the information required to be included in our Securities and Exchange Commission (“SEC”) reports is:
−Removed: (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to the Company, including our consolidated subsidiaries;
−Removed: and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
+Added: (i) recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to the Company, including our consolidated subsidiaries, and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
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Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2023.
−Removed: Management excluded from its design and assessment of internal control over financial reporting Clipper Logistics plc which was acquired on May 24, 2022.
−Removed: 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.
−Removed: 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: Management excluded from its design and assessment of internal control over financial reporting PFSweb, Inc.
+Added: which was acquired on October 23, 2023.
+Added: constituted approximately 1.8% of total assets, excluding associated goodwill and intangible assets, and approximately 0.8% of total revenues as of and for the year ended December 31, 2023.
+Added: Companies are allowed to exclude acquisitions from their assessment of internal control over financial reporting during the first year following acquisition while integrating the acquired company under guidelines established by the SEC.
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.
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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 2024 Annual Meeting of Stockholders (the “Proxy Statement”) and is incorporated herein by reference.
−Removed: 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.
+Added: The Proxy Statement, or an amendment to this Annual Report containing the information, will be filed with the SEC on or before April 29, 2024.
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.
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The information required by Item 11 of Part III of Form 10-K will be set forth in our Proxy Statement for the 2024 Annual Meeting of Stockholders and is incorporated herein by reference.
−Removed: 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.
−Removed: Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters.
+Added: The Proxy Statement, or an amendment to this Annual Report containing the information, will be filed with the SEC on or before April 29, 2024.
+Added: Security Ownership of Certain Beneficial Owners 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 2024 Annual Meeting of Stockholders and is incorporated herein by reference.
−Removed: 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.
+Added: The Proxy Statement, or an amendment to this Annual Report containing the information, will be filed with the SEC on or before April 29, 2024.
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 2024 Annual Meeting of Stockholders and is incorporated herein by reference.
−Removed: 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.
+Added: The Proxy Statement, or an amendment to this Annual Report containing the information will be filed with the SEC on or before April 29, 2024.
Principal Accountant Fees and Services.
−Removed: Our independent registered public accounting firm is KPMG LLP , Stamford, CT , Auditor Firm ID:
+Added: Our independent registered public accounting firm is KPMG LLP , Stamford, Connecticut , 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 2024 Annual Meeting of Stockholders and is incorporated herein by reference.
−Removed: 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.
−Removed: Exhibit and Financial Statement Schedules.
+Added: The Proxy Statement, or an amendment to this Annual Report containing the information, will be filed with the SEC on or before April 29, 2024.
+Added: Exhibits and Financial Statement Schedules.
Financial Statements and Financial Statement Schedules
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001-40470) filed with the SEC on July 7, 2021).
+Added: 10.17+ Settlement Agreement, dated as of November 7, 2023, by and between GXO Logistics UK Limited and Maryclaire Hammond, (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission file no.
+Added: 001-40470) filed with the SEC on November 8, 2023).
10.18+ 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.
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001-40470) filed with the SEC on November 2, 2021).
−Removed: 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.
−Removed: 001-40470) filed with the SEC on March 1, 2022).
+Added: 10.23*+ Offer Letter between XPO Supply Chain UK Limited and Richard Cawston, dated as of July 14, 2021.
+Added: 10.24*+ Service Agreement between XPO Supply Chain UK Limited and Richard Cawston, dated as of July 12, 2021.
10.25 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: 10.26 Amendment No.
+Added: 1 to Credit Agreement, dated as of March 9, 2023, by and among GXO Logistics, Inc., the lenders and other parties from time to time party thereto, and Citibank, N.A., 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 10, 2023).
10.27 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.
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32.2** Certification of the Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 202 3 .
+Added: 97.1* GXO Logistics, Inc.
+Added: Amended and Restated Clawback Policy.
101.INS* Inline XBRL Instance Document.
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Jason Papastavrou
+Added: /s/ Matthew J.
+Added: Fassler Director February 14, 2024
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.