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Item 9A. Controls and Procedures

2025-02-18 compared with 2024-02-15 · 86 added, 37 removed, 156 unchanged (44% of the section changed)

8 unchanged sentences

Based on our evaluation, we concluded that our internal control over financial reporting was effective as of December 31, 2024.

Management excluded from its design and assessment of internal control over financial reporting PFSweb, Inc.

which was acquired on October 23, 2023.

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.

Management excluded from its design and assessment of internal control over financial reporting Wincanton plc (“Wincanton”) which was acquired on April 29, 2024.

Wincanton constituted 9.9% of total assets, excluding associated goodwill and intangible assets and approximately 11.8% of total revenues as of and for the year ended December 31, 2024.

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.

1 unchanged sentence

Changes in Internal Control Over Financial Reporting

There have not been any changes in our internal control over financial reporting during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other than the design and implementation of internal controls related to the acquisition of PFSweb, Inc., there have not been any changes in our internal control over financial reporting during the three months ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information .

Compensatory Arrangement of the Chief Executive Officer and Director of the Company

As previously disclosed (the “Prior Disclosure”), on December 3, 2024, GXO Logistics, Inc.

(the “Company”) announced that Malcolm Wilson will retire as Chief Executive Officer (“CEO”) and director of the Company in 2025.

Wilson will continue to lead the Company during the executive search process as CEO and director of the Company until his departure.

As contemplated in the Prior Disclosure, Mr.

Wilson has entered into a settlement agreement with GXO Logistics UK Limited, an affiliate of the Company, that includes a waiver and release of claims, and acknowledgment of his continuing obligations under his Service Agreement with the Company, and provides for the following:

Wilson will receive (a) all severance payments due to him under the Company’s Severance Plan, and (b) additional payments of $1,000,000 during each of the three twelve-month periods following his termination date, payable in arrears quarterly over each applicable 12-month period, subject to Mr.

Wilson’s not having competed with the Company or any of its subsidiaries or affiliates through each respective payment date, subject, in each case, to a clawback of all payments (on an after-tax basis) made within 12-months if Mr.

Wilson violates his non-compete;

Wilson’s outstanding Company service-based restricted stock units and performance-based restricted stock units (to the extent earned based on actual performance) will be subject to pro-rated vesting through the termination date in accordance with their terms.

The settlement agreement further provides that a number of shares of Company common stock received upon settlement of such awards with an aggregate value of $1,000,000 will be subject to a lock-up on sales, offers, pledges, as well as any other transfers or dispositions, directly or indirectly, through December 3, 2026;

Wilson has agreed to make himself available in his CEO capacity, as requested by the Company or its board of directors, through the earlier of (i) a date chosen at the Company’s discretion (not earlier than August 15, 2025) or (ii) December 3, 2025 (provided that, (a) the Company reserves the right to place Mr.

Wilson on garden leave at any time, in its sole discretion and (b) Mr.

Wilson will receive his base salary, pension and car allowance through December 3, 2025 as pay in lieu of notice if the ultimate final date of employment is before December 3, 2025);

and that the Company will consider Mr.

Wilson for a pro-rated bonus in recognition of a successful transition period.

The foregoing summary of Mr.

Wilson’s settlement agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of Mr.

Wilson’s settlement agreement, a copy of which is filed as Exhibit 10.27 to this Form 10-K and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

16 unchanged sentences

Principal Accountant Fees and Services.

Our independent registered public accounting firm is KPMG LLP , Stamford, Connecticut , Auditor Firm ID:

Our independent registered public accounting firm is KPMG LLP , 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 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

3 unchanged sentences

The list of Consolidated Financial Statements provided in the Index to Consolidated Financial Statements is incorporated herein by reference.

Such Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K.

Such Consolidated Financial Statements are filed as part of this Annual Report.

All financial statement schedules are omitted because the required information is not applicable or because the information required is included in the Consolidated Financial Statements and notes thereto.

8 unchanged sentences

001-40470) filed with the SEC on March 1, 2022).

2.4 Cash offer for Wincanton Plc by GXO Logistics, Inc., dated as of February 29, 2024 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on February 29, 2024).

3.1 Amended and Restated Certificate of Incorporation of GXO Logistics, Inc.

1 unchanged sentence

001-40470) filed with the SEC on August 2, 2021).

The Amendment to the Amended and Restated Certificate of Incorporation of GXO Logistics, Inc.

(incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on May 23, 2024).

Second Amended and Restated Bylaws of GXO Logistics, Inc.

9 unchanged sentences

001-40470) filed with the SEC on July 7, 2021).

Second Supplemental Indenture, dated as of May 6, 2024, by and between GXO and Computershare Trust Company, N.A.

(as successor to Wells Fargo Bank, National Association), as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on May 6, 2024).

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.

11 unchanged sentences

001-40470) filed with the SEC on August 2, 2021).

10.4 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.

3 to the Registration Statement on Form 10 (Commission file no.

001-40470) filed with the SEC on July 7, 2021).

10.5 Amendment No.

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.

001-40470) filed with the SEC on March 10, 2023).

10.6 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.

001-40470) filed with the SEC on March 23, 2022).

10.7*** 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.

001-40470) filed with the SEC on May 26, 2022).

10.8 Aberforth Deed of Irrevocable Undertaking, dated as of February 28, 2024 (incorporated by reference to Exhibit 10.01 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on February 29, 2024).

10.9 Threadneedle Deed of Irrevocable Undertaking, dated as of February 28, 2024 (incorporated by reference to Exhibit 10.02 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on February 29, 2024).

Wellcome Deed of Irrevocable Undertaking, dated as of February 29, 2024 (incorporated by reference to Exhibit 10.03 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on February 29, 2024).

10.11 Polar Capital Deed of Irrevocable Undertaking, dated as of February 29, 2024 (incorporated by reference to Exhibit 10.04 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on February 29, 2024).

Term Loan Credit Agreement, dated as of March 29, 2024, by and among GXO, the lenders and other parties from time to time party thereto, and Bank of America, 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.

001-40470) filed with the SEC on April 1, 2024).

Credit Agreement, dated as of March 29, 2024, by and among GXO, the lenders and other parties from time to time party thereto, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on April 1, 2024).

10.14 Bridge Credit Agreement, dated as of February 29, 2024 (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q (Commission file no.

001-40470) filed with the SEC on May 8, 2024).

10.15+ Form of Option Award Agreement under the GXO Logistics, Inc.

2021 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (Commission file no.

001-40470) filed with the SEC on June 9, 2021).

10.16+ GXO Logistics, Inc.

4 unchanged sentences

001-40470) filed with the SEC on August 2, 2021).

10.6+ Form of Option Award Agreement under the GXO Logistics, Inc.

2021 Omnibus Incentive Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form 10 (Commission file no.

001-40470) filed with the SEC on June 9, 2021).

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.

001-40470) filed with the SEC on May 5, 2022).

10.18+ GXO Logistics, Inc.

Cash Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on August 2, 2021).

10.19+ 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.

2 unchanged sentences

001-40470) filed with the SEC on November 2, 2021).

10.21+ 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.

001-40470) filed with the SEC on May 5, 2022).

10.22+ 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.

001-40470) filed with the SEC on May 5, 2022).

10.23+ Form of Performance Share Unit Award Agreement (2021 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10.9 to the Company’s Annual Report on Form 10-Q (Commission file no.

001-40470) filed with the SEC on May 8, 2024).

10.24*+ GXO Logistics, Inc.

Cash Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 of the Company’s Current Report on Form 8-K (Commission file no.

001-40470) filed with the SEC on August 2, 2021).

Long-Term Cash Award Agreement Under the 2021 Omnibus Incentive Compensation Plan.

10.25+ 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).

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.

001-40470) filed with the SEC on June 9, 2021).

10.15+ Service Agreement between XPO Supply Chain UK Limited and Maryclaire Hammond, dated as of May 14, 2021 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form 10 (Commission file no.

001-40470) filed with the SEC on June 9, 2021).

10.16+ Pension Top Up Letter between XPO Logistics Europe and Maryclaire Hammond, dated as of May 14, 2021 (incorporated by reference to Exhibit 10.12 to the Company’s Amendment No.

3 to the Registration Statement on Form 10 (Commission file no.

001-40470) filed with the SEC on July 7, 2021).

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.

001-40470) filed with the SEC on November 8, 2023).

10.27*+ Settlement Agreement, dated as of February 17, 2025, by and between GXO Logistics UK Limited and Malcolm Wilson.

10.28+ 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.

13 unchanged sentences

001-40470) filed with the SEC on November 2, 2021).

10.23*+ Offer Letter between XPO Supply Chain UK Limited and Richard Cawston, dated as of July 14, 2021.

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.

3 to the Registration Statement on Form 10 (Commission file no.

001-40470) filed with the SEC on July 7, 2021).

10.26 Amendment No.

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.

001-40470) filed with the SEC on March 23, 2022).

10.28*** 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.

001-40470) filed with the SEC on May 26, 2022).

10.33+ Offer Letter between XPO Supply Chain UK Limited and Richard Cawston, dated as of July 14, 2021 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K (Commission file no.

001-40470) filed with the SEC on February 15, 2024).

10.34+ Service Agreement between XPO Supply Chain UK Limited and Richard Cawston, dated as of July 12, 2021 (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K (Commission file no.

001-40470) filed with the SEC on February 15, 2024).

10.35+ Offer Letter between GXO Logistics FST Limited and Corinna Refsgaard, dated as of March 7, 2024 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q (Commission file no.

001-404070) filed with the SEC on August 6, 2024).

10.36+ Service Agreement between GXO Logistics FST Limited and Corinna Refsgaard, dated as of February 23, 2024 (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (Commission file no.

001-404070) filed with the SEC on August 6, 2024).

10.37+ Pension Top Up Letter between GXO Logistics FST Limited and Corinna Refsgaard, dated as of April 10, 2024 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (Commission file no.

001-404070) filed with the SEC on August 6, 2024).

10.38+ Agreement and Promise of Reimbursement between GXO Logistics FST Limited and Corinna Refsgaard, dated as of March 7, 2024 (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q (Commission file no.

001-404070) filed with the SEC on August 6, 2024).

19.1* GXO Logistics, Inc.

Insider Trading Policy.

21.1* Subsidiaries of the registrant.

5 unchanged sentences

97.1 GXO Logistics, Inc.

Amended and Restated Clawback Policy.

Amended and Restated Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K (Commission file no.

001-40470) filed with the SEC on February 15, 2024).

101.INS* Inline XBRL Instance Document.

39 unchanged sentences

Clare Chatfield

/s/ Matthew J.

Fassler Director February 18, 2025

Gross Director February 18, 2025

1 unchanged sentence

Jason Papastavrou

/s/ Matthew J.

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.

What changed 10-K

Item 9A. Controls and Procedures