RXO, Inc. (RXO)
NYSE: RXO · Real-Time Price · USD
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Apr 27, 2026, 2:47 PM EDT - Market open
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EGM 2024

Dec 5, 2024

Operator

Good morning. You have now joined the 2024 Special Stockholder Meeting for RXO, Inc. Please stand by for RXO's Chief Executive Officer, Drew Wilkerson.

Drew Wilkerson
CEO, RXO, Inc

Good morning. I'd like to welcome all of you who are joining us today. I'm Drew Wilkerson, Chief Executive Officer of RXO. Thank you for attending our 2024 Special Meeting of Stockholders. We're holding this meeting virtually, similar to the 2024 annual meeting. We appreciate you making the effort to join us.

Thank you, Drew. Good morning. We have a lot to cover today, and I want to be respectful of everyone's time. 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 and ensure an orderly meeting. We'll now begin the formal part of today's proceedings. I hereby declare that this meeting is duly convened for purposes of transacting such business as may properly come before it. I confirm that our transfer agent has delivered an affidavit of mailing that establishes that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of mailing will be incorporated into the minutes of this meeting.

All stockholders of record at the close of business on October 23, 2024, are entitled to vote at this meeting. I would also like to acknowledge the presence of Beth Vanderbeck representing Broadridge. Ms. Vanderbeck is acting as the 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 two company proposals included in the proxy statement. Once the first proposal has been introduced, our registered stockholders will have the opportunity to vote on it. At the end of the session, we'll declare the voting closed and count the votes on the first proposal. I have been advised, based on a preliminary tabulation of proxies received, that there are sufficient votes to approve proposal one.

Accordingly, Proposal Two included in the Proxy Statement for this meeting, which relates to the adjournment of the meeting, will not be submitted for a vote today. After counting the votes on the First Proposal, we will announce the voting results and close the meeting. Now, let's turn to the company proposal, which is a proposal regarding the approval of the issuance of shares of our common stock upon the exercise of certain of our warrants. In August 2024, in connection with a private placement to raise proceeds to fund the acquisition of Coyote Logistics, we issued pre-funded warrants to purchase 3,700,718 shares of our common stock. The issuance of the shares underlying these pre-funded warrants requires stockholder approval pursuant to Section 312.03 of the New York Stock Exchange Listed Company Manual. This proposal is to approve the issuance of the shares underlying these pre-funded warrants.

Additional information about this proposal is included in the proxy statement. The second proposal, as mentioned previously, is not being submitted for a vote. I will now ask Drew to make a motion to approve proposal one as presented in the proxy statement.

I move that proposal one be approved as provided in the Proxy Statement.

Thank you, Drew. We will now hold a vote on Proposal One. 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 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 have already voted and are not changing the way that you voted. We will now pause to give stockholders a final opportunity to vote, and the polls will close shortly thereafter. It is now 7:35 Eastern Time on December 5, 2024, and the polls are closed. I have the results of the vote.

The vote totals are preliminary because the vote is subject to a final audit by the inspector, but that will not affect the outcome of any matter. The inspector's preliminary report shows the proposal to approve the issuance of shares of our common stock upon the exercise of certain of our pre-funded warrants to purchase 3,700,718 shares of common stock has been approved by more than a majority of the shares of common stock present in person or represented by proxy at the special meeting and entitled to vote. This completes the formal business of the meeting. I would like to thank all RXO stockholders who voted and to those of you who have taken the time to attend today. Drew, may I please have a motion to adjourn the meeting?

I move that the special meeting of stockholders of RXO Incorporated be adjourned.

Thank you. We are now adjourned and have a nice day.

Operator

This concludes today's call. You may now disconnect.

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