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Washington, D.C. 20549




Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 10, 2019



(Exact name of registrant as specified in its charter)


Delaware    001-32172    03-0450326
(State or other jurisdiction of
  (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)


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))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class   Trading symbol(s)   Name of each exchange on which registered
Common stock, par value $0.001 per share   XPO   New York Stock Exchange


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.


On October 10, 2019, the Board of Directors (the “Board”) of XPO Logistics, Inc. (the “Company”) expanded the size of the Board from eight to nine members with the appointment of Aris Kekedjian as a member of the Board, effective immediately. Mr. Kekedjian currently advises global companies on finance and M&A strategies. Previously, from 1989 to 2019, Mr. Kekedjian served in various positions with General Electric Company, most recently as chief investment officer of General Electric Company and, prior to that, chief financial officer of GE Money in EMEA and chief executive officer of GE Capital in MEA. Pursuant to the Company’s bylaws, Mr. Kekedjian will serve as a director for an initial term until the Company’s 2020 annual meeting of stockholders.


As a non-employee director, Mr. Kekedjian 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. For his service as a director during 2019, Mr. Kekedjian received a prorated grant of 570 RSUs that will vest on January 2, 2020, subject to Mr. Kekedjian’s continued service as a director of the Company.


Since the beginning of the last fiscal year, there have been no related party transactions between the Company and Mr. Kekedjian that would be reportable under Item 404(a) of Regulation S-K and Mr. Kekedjian has no family relationships with any of the Company’s directors or executive officers.


Item 8.01. Other Events.


On October 16, 2019, the Company issued a press release announcing the appointment of Mr. Kekedjian to the Board. 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.


99.1   Press Release of XPO Logistics, Inc. dated October 16, 2019
104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.







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.


Date:  October 16, 2019 XPO LOGISTICS, INC. 
  By:   /s/ Karlis P. Kirsis
    Karlis P. Kirsis,
    Senior Vice President, Corporate Counsel





Exhibit 99.1





XPO Logistics Names Aris Kekedjian to Board of Directors


GREENWICH, Conn. — October 16, 2019 — XPO Logistics, Inc. (NYSE: XPO) today announced the appointment of Aris Kekedjian to its board of directors. Kekedjian has joined the board as an independent director of the company. XPO’s board now consists of nine directors, eight of whom are independent.


Bradley Jacobs, chairman and chief executive officer of XPO Logistics, said, “Aris has three decades of Fortune 20 experience, and has executed M&A transactions with a combined value of over $300 billion. His C-suite background adds a strong global component to the financial acumen of our board.”


Kekedjian’s expertise spans 30 years with General Electric Company, where he most recently served as chief investment officer from 2016 to 2019. During this time, he was instrumental in the $30 billion merger between GE Oil & Gas and Baker Hughes, which combined industrial service operations in 120 countries. Additionally, he led acquisitions in disruptive industries, including the industrial Internet of Things, 3D printing, life sciences and renewable energy. His earlier positions at GE Company included roles as deputy treasurer and as managing director, Latin America.


As a divisional executive at GE, Kekedjian served as global head of financial portfolio management and M&A for GE Capital; chief financial officer of GE Banking and Consumer Finance (GE Money) for the Europe, Middle East and Africa (EMEA) region; and chief executive officer of GE Capital for the MEA region, among other roles.


Kekedjian currently advises global companies on finance and M&A strategies. He holds a degree in finance and international business from Concordia University in Montreal, Canada. He formerly served on the board of directors of transportation geo-technology provider Maptuit (now Verizon), and on the advisory board of enterprise software company eMOBUS (now Asentinel).


About XPO Logistics


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 30 countries, with 1,537 locations and approximately 100,000 employees. XPO uses its network to help more than 50,000 customers manage their goods most efficiently throughout their supply chains. XPO's corporate headquarters are in Greenwich, Conn., USA, and its European headquarters are in Lyon, France. xpo.com


Investor Contact
XPO Logistics, Inc.
Tavio Headley


Media Contact
XPO Logistics, Inc.
Erin Kurtz