Item 5. Other Information
Item 5. Other Information.
On July 30, 2021, the Compensation Committee of the Board of Directors of XPO (the “Board”) approved letter agreements (the “Letter Agreements”) with each of Brad Jacobs, Troy Cooper, and Mario Harik (collectively, the “Executives”).
Each Letter Agreement sets forth certain adjustments to the performance goals applicable to the XPO performance-based restricted stock unit awards (the “PSU Awards”) and the cash long-term incentive awards (the “Cash LTI Awards”) held by each Executive, in each case, to reflect the impact of the spin-off of our Logistics segment.
In addition, each Letter Agreement amends the definition of “change in control” for purposes of the PSU Awards to include the disposition of a substantial portion of XPO’s assets, businesses or business lines, which is deemed to occur upon the completion of eligible transfers, as defined in the Letter Agreement, of either (a) assets having a total value of 50% or more of the assets of XPO as of the applicable measurement date or (b) one or more businesses or lines of business representing at least 50% of XPO’s revenue during the applicable measurement period. The applicable measurement date and period is December 31, 2018 and fiscal year 2018, respectively, for PSU Awards granted in 2018 or December 31, 2019 and fiscal year 2019 for PSU Awards granted in 2019. Each Letter Agreement also, as an additional retention mechanism, provides that if the PSU Awards vest upon the occurrence of a change in control under this new clause, the shares of XPO common stock delivered pursuant to the vested PSU Awards (less shares withheld to cover taxes) will be subject to clawback if the Executive voluntarily terminates his employment for any reason or the Executive’s employment is terminated by XPO for cause, in each case, within two years following such change in control. Such shares will also be subject to a lock-up during such two-year period.
The Letter Agreement with Mr. Jacobs also provides that his continued service as a non-employee director of XPO following his termination of employment will be treated as continued employment for purposes of the new clawback provision applicable to the PSU Awards (if such termination of employment occurs during the clawback period) and for purposes of the service-based vesting conditions applicable to his Cash LTI Award. Under certain circumstances described in the Letter Agreement, Mr. Jacobs’s cessation of service as a non-employee director will result in the clawback obligation with respect to his PSU Awards (if otherwise applicable) ceasing to apply and full or partial vesting of his Cash LTI Award.
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The foregoing summary of certain terms and conditions of the Letter Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreements, the form of which is filed with this report as Exhibit 10.2 and is incorporated herein by reference.
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Item 6. Exhibits.
Exhibit
Number Description
10.1 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 herein by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed with the SEC on June 23, 2021).
10.2 * Form of August 2021 Letter Agreement with Certain Executive Officers
31.1 * Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30 , 2021.
31.2 * Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 3 0 , 2021.
32.1 ** Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30 , 2021.
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 Quarterly Report on Form 10-Q for the fiscal quarter ended June 30 , 2021.
101.INS * XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH * XBRL Taxonomy Extension Schema.
101.CAL * XBRL Taxonomy Extension Calculation Linkbase.
101.DEF * XBRL Taxonomy Extension Definition Linkbase.
101.LAB * XBRL Taxonomy Extension Label Linkbase.
101.PRE * XBRL Taxonomy Extension Presentation Linkbase.
104 * Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
XPO LOGISTICS, INC.
By: /s/ Brad Jacobs
Brad Jacobs
Chief Executive Officer
(Principal Executive Officer)
By: /s/ David Wyshner
David Wyshner
Chief Financial Officer
(Principal Financial Officer)
Date: August 4, 2021
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.