Edgar Filing: XPO Logistics, Inc.

Date: December 24, 2014

XPO LOGISTICS, INC.

/s/ Gordon E. Devens

Gordon E. Devens

Senior Vice President and General Counsel

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): December 23, 2014

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 Greenwich Office Park, Greenwich, Connecticut 06831

(Address of principal executive offices)

(855) 976-4636

(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))

Item 5.07

Submission of Matters to a Vote of Security Holders.

(a) A Special Meeting of Stockholders (the “Special Meeting”) of XPO Logistics, Inc. (the “Company”) was held on December 23, 2014.

(b) At the Special Meeting, the stockholders approved the issuance of 12,128,115 shares of the Company’s common stock, par value $.001 per share, upon the conversion of 371,848 shares of the Company’s outstanding Series B Convertible Perpetual Preferred Stock. The votes with respect to shares of common stock issued to holders of Series B Convertible Perpetual Preferred Stock as part of the same transaction were not counted for purposes of determining whether the proposals were approved.

The voting results are set forth below:

Proposal 1: Issuance of common stock upon the conversion of Series B Convertible Perpetual Preferred Stock:


Votes For			47,642,623
Votes Against			58,174
Abstentions			53,443

Proposal 2: Adjourn or postpone the Special Meeting, if necessary:


Votes For			45,502,061
Votes Against			2,192,757
Abstentions			59,440

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.