QXO, Inc. (QXO)
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AGM 2026

May 5, 2026

Summary

Major acquisitions were highlighted, including Beacon Roofing Supply, Kodiak Building Partners, and the pending TopBuild deal. All board nominees, auditor ratification, and executive compensation proposals passed by majority vote.

Operator

To the 2026 annual meeting of stockholders of QXO, Inc. The information provided in the meeting may contain forward-looking statements. Forward-looking statements are subject to various risks and uncertainties that could cause QXO's actual results to differ materially from these statements and should be considered in conjunction with cautionary statements and risk factors in QXO's filings with the SEC, including QXO's most recently filed reports on Form 10-K and Form 10-Q, and subsequent filings. QXO assumes no obligation to update any of these forward-looking statements, which are made as of their respective dates. QXO's website also includes reconciliations of any non-GAAP financial measures mentioned in the meeting to their corresponding GAAP measures. Please note today's meeting is being recorded. I am now turning the meeting over to Brad Jacobs, Chairman and CEO of QXO, Inc. Mr. Jacobs, the floor is yours.

Brad Jacobs
Chairman and CEO, QXO, Inc.

Thank you, operator. Good morning, and we'd like to welcome everyone on this call today who's joining us. I'm Brad Jacobs, Chairman and CEO. Thanks for attending our 26th Annual Meeting of Stockholders. We're holding the meeting virtually again this year. We appreciate you making the effort to join us. With me today are members of the QXO board of directors. Information about each of our directors is provided in our proxy statement is available on our website. Well, we're on a roll. We completed the acquisition of Beacon Roofing Supply in April of last year, making QXO the largest publicly traded distributor of roofing, waterproofing, and complementary building products in North America. In April, this year, we completed a $2.25 billion acquisition of Kodiak Building Partners. Later in April, we announced the landmark $17 billion acquisition of TopBuild.

Upon closing the TopBuild acquisition, QXO will be the second largest publicly traded building products distributor in North America. These milestones put us well on our way toward reaching our goal of $50 billion in revenue through accretive M&A, organic growth, and innovative technology. In less than two years, we've created the fastest growing publicly traded distributor of building products in North America, and we're just getting started. I'd now like to turn the meeting over to Chris Signorello, our Chief Legal Officer, who will serve as secretary of today's meeting. Chris will start with some comments on the rules for the meeting. Chris?

Chris Signorello
Chief Legal Officer, QXO, Inc.

QXO's annual meeting is an opportunity to share your views directly with our management team and board. Stockholders can submit questions through the meeting website by following the instructions in our proxy statement. The agenda for this meeting and a list of the rules of conduct and procedures are posted on the meeting website. I ask that each of you please review and abide by these rules.

Brad Jacobs
Chairman and CEO, QXO, Inc.

Thank you, Chris. We'll now begin the formal part of today's proceedings. Chris, please open the meeting.

Chris Signorello
Chief Legal Officer, QXO, Inc.

Thank you, Brad. I hereby declare that this meeting is duly convened for purposes of transaction, transacting such business as may properly come before it. The polls for voting are now open. I confirm that our mailing agent has delivered an affidavit of mailing that establishes the notice of this meeting was duly given. A copy of the notice of meeting and affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on March 9, 2026 are entitled to vote at this meeting. I would also like to acknowledge the presence of Lew Larson, representing Broadridge. Mr. Larson is acting as independent inspector of elections at this meeting and has informed me that a quorum is present. Thank you for returning your proxies. Next, I will introduce the three company proposals included in the proxy statement.

Once all proposals have been introduced, you'll have the opportunity to vote on them during the general question-and-answer session that follows. At the end of the session, we'll declare the voting closed and count the votes on each proposal. After that, we will announce the preliminary voting results and close the meeting. Let's turn to the three company proposals. Is a proposal by the company regarding the election of directors to elect seven members of the board of directors, each for a one-year term to serve until the 2027 Annual Meeting of Stockholders or until he or she resigns or until a successor has been duly elected and qualified. Each of the nominees is currently a director of the company. Additional information about each nominee is included in the proxy statement.

The company has not received timely notice of any other nominations as required under the bylaws. Therefore, I declare the nominations closed. The second proposal by the company is to ratify the action of the board's audit committee in appointing the firm of Deloitte & Touche, LLP as independent auditor of the company for fiscal year 2026. Representatives of Deloitte are present by phone. The third proposal by the company is to approve, on an advisory basis, a resolution on the compensation of the company's named executive officers as described in the proxy statement.

Brad Jacobs
Chairman and CEO, QXO, Inc.

Thank you, Chris. May I please have a motion to approve proposals one through three as presented in the proxy statement?

Chris Signorello
Chief Legal Officer, QXO, Inc.

I move that all seven nominees be elected as directors of QXO, Inc. and that proposals two and three be approved.

Brad Jacobs
Chairman and CEO, QXO, Inc.

Thanks, Chris. We'll now hold a vote on each of the three proposals. You may vote today only if you did not already submit a proxy by mail, telephone, or over the internet and wish to vote during this meeting, or you did submit a proxy, but you want to change your vote. Those wishing to vote during this meeting, please submit your votes now. Remember, you do not need to vote at this time if you already voted and are not changing the way you voted. Preliminary voting results will be available by the end of the Q&A session. Are there any questions? Okay, seeing none. No questions have been submitted by stockholders, therefore we will not hold a Q&A session. We are now closing the polls. The polls are now closed. Do we have? I have the results of the vote.

The vote totals are preliminary because the vote is subject to final audit by the inspector of elections, but that will not affect the outcome on any matter. The inspector's preliminary report shows that each of the seven persons nominated for election as a director of the company has been elected by more than a majority of the votes cast. The appointment of Deloitte has been ratified by more than the majority of the votes cast. The advisory resolution of executive compensation has been approved by more than a majority of the votes cast. This completes the formal business of the meeting. I would like to express my sincere appreciation to all the QXO stockholders who voted and to those of you who have taken the time to attend today. May I please have a motion to adjourn the meeting?

Chris Signorello
Chief Legal Officer, QXO, Inc.

I move that the 2026 Annual Meeting of Stockholders of QXO, Inc. be adjourned.

Brad Jacobs
Chairman and CEO, QXO, Inc.

We are now adjourned. Thank you. This concludes the meeting.

Operator

That concludes our meeting today. You may now disconnect.