8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 19, 2017

XPO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-32172	03-0450326
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Five American Lane, Greenwich, Connecticut 06831

(Address of principal executive offices)

(855) 976-6951

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Directors

On September 19, 2017, the Board of Directors of XPO Logistics, Inc. (the “Company” or “XPO”) elected AnnaMaria DeSalva as a member of the Company’s Board of Directors, effective immediately. Ms. DeSalva is global chief communications officer for DuPont, where she is responsible for corporate brand strategy and stakeholder communications. Pursuant to the Company’s bylaws, Ms. DeSalva will serve as a director for an initial term until the Company’s 2018 annual meeting of stockholders.

As a non-employee director, Ms. DeSalva will be entitled to receive an annual cash retainer (currently $75,000) and an annual restricted stock unit (“RSU”) grant (currently $175,000 in value), which will be granted on the first business day of each calendar year and will vest on the first anniversary of the grant date. The number of RSUs granted will be determined by dividing $175,000 by the average of the closing price of the Company’s common stock on the 10 trading days immediately preceding the grant date. In addition, in connection with her appointment to the Company’s Board of Directors, Ms. DeSalva received a one-time grant of 810 RSUs that shall vest on January 3, 2018, subject to Ms. DeSalva’s continued service as a director of the Company.

Item 8.01. Other Events.

On September 20, 2017, the Company issued a press release announcing the election of Ms. DeSalva to the Board of Directors. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of XPO Logistics, Inc. dated September 20, 2017

SIGNATURE

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 hereunto duly authorized.

Dated September 20, 2017	XPO LOGISTICS, INC.
	By:	/s/ Karlis P. Kirsis
		Karlis P. Kirsis
		Senior Vice President, Corporate Counsel

EX-99.1

Exhibit 99.1

XPO Logistics Names AnnaMaria DeSalva to Board of Directors

GREENWICH, Conn. — September 20, 2017 — XPO Logistics, Inc. (NYSE: XPO) today announced the appointment of AnnaMaria DeSalva to its board of directors, effective immediately. DeSalva has joined the board as an independent director of the company. Her appointment expands XPO’s board to eight directors, six of whom are independent directors.

Bradley Jacobs, chairman and chief executive officer of XPO Logistics, said, “AnnaMaria brings more than 20 years of compelling executive experience to our board, with an emphasis on helping global companies excel at brand development and cultural integration. Her appointment furthers XPO’s commitment to strong corporate governance and a diversity that reflects our strategy and scale.”

DeSalva is global chief communications officer for DuPont, where she is responsible for corporate brand strategy and stakeholder communications, most recently related to the $150 billion merger with Dow. Prior to joining DuPont in 2014, she served as head of corporate affairs for biopharmaceutical innovation at Pfizer, a role that included the integration of Pfizer’s $68 billion acquisition of Wyeth. Earlier, she served as an advisor to the U.S. Food and Drug Administration, and led the global healthcare practice of Hill & Knowlton. For Bristol-Myers Squibb, she led global public affairs for the oncology business with a focus on European market development, and served as the director of the Bristol-Myers Squibb Foundation.

DeSalva graduated with honors from The College of William & Mary in Williamsburg, Va. She has completed the Harvard School of Public Health’s executive education program in risk communication, and the Advanced Health Leadership Program jointly offered by the University of California at Berkeley and Pompau University in Barcelona, Spain.

In addition to XPO Logistics, she serves on the board of governors of Argonne National Laboratory, a science and engineering research laboratory of the U.S. Department of Energy, and is a member of its compensation and nominating committees; as well as the boards of directors of the non-profit Project Sunshine and the William & Mary Alumni Association.

About XPO Logistics, Inc.

XPO Logistics, Inc. (NYSE: XPO) is a top ten global logistics provider of cutting-edge supply chain solutions to the most successful companies in the world. The company operates as a highly integrated network of people, technology and physical assets in 31 countries, with over 90,000 employees and 1,435 locations. XPO uses its network to help more than 50,000 customers manage their goods more efficiently throughout their supply chains. The company has two reporting segments: transportation and logistics, and within these segments, its business is well diversified by geographies, verticals and types of service. XPO’s corporate headquarters is in Greenwich, Conn., USA, and its European headquarters is in Lyon, France. www.xpo.com

Investor Contact:

XPO Logistics, Inc.

Tavio Headley, +1-203-930-1602

tavio.headley@xpo.com

Media Contact:

XPO Logistics, Inc.

Erin Kurtz, +1-203-489-1586

erin.kurtz@xpo.com