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RXO INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and RXO INC.’s Form 8-K, filed 2025-05-23 (Item 5.07 on EDGAR). Page generated 02 October 2026.

12Reported items
362Asset managers
2,740Fund votes
2025-05-21Main meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore RXO INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by RXO INC.

These tallies are RXO INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-05-23 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX. RXO INC. reported 2 meetings in this season; each is tabulated separately below, with its own filing.

RXO INC. — official shareholder meeting results, meeting held 2025-05-21 (Form 8-K, filed 2025-05-23)
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Christine Breves	144,711,332	363,505	57,314	--	7,208,743	Majority: yes
Elect Director: Troy Cooper	144,961,176	148,210	22,765	--	7,208,743	Majority: yes
Elect Director: Adrian Kingshott	144,204,007	892,020	36,124	--	7,208,743	Majority: yes
Elect Director: Mary Kissel	144,641,203	455,255	35,693	--	7,208,743	Majority: yes
Elect Director: Michelle Nettles	144,389,119	707,636	35,396	--	7,208,743	Majority: yes
Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm	152,184,572	124,312	32,010	--	--	Majority: yes
Proposal 3: Advisory Vote to Approve Executive Compensation	139,565,395	5,490,043	76,713	--	7,208,743	Majority: yes

Source: RXO INC., Form 8-K, filed with the SEC on 2025-05-23 — read the filing on EDGAR.

RXO INC. — official shareholder meeting results, meeting held 2024-12-05 (Form 8-K, filed 2024-12-06)
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Proposal 1: The Issuance Proposal	135,614,253	79,337	27,707	--	0	Majority: yes

Source: RXO INC., Form 8-K, filed with the SEC on 2024-12-06 — read the filing on EDGAR.

How asset managers voted at the RXO INC. 2024-2025 meetings

Each item below shows how the 362 asset managers that disclosed a RXO INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of RXO INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Advisory Vote to Approve Executive Compensation.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 7 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 139,565,395AGAINST: 5,490,043

RXO INC.’s own tally for this item (“Proposal 3: Advisory Vote to Approve Executive Compensation”): 139,565,395 for, 5,490,043 against, per its Form 8-K filed 2025-05-23 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 163,912,000 outstanding shares: 85% for, 3% against (88% of the company cast a for/against vote).

The 351 asset managers below cast 97% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR 97%

FOR: 96.5%AGAINST: 3.5%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest asset managers voting on “Advisory Vote to Approve Executive Compensation.” at RXO INC., 2024-2025
Asset manager	For	Against	Vote
Orbis Allan Gray Ltd	25,233,396	0	For
MFN Partners Management, LP	24,752,665	0	For
Vanguard	21,411,681	6,583	For
BlackRock	14,216,711	0	For
Fidelity	9,371,151	0	For
Wellington	6,375,449	0	For
State Street	5,268,802	0	For
T. Rowe Price	5,250,219	0	For
Charles Schwab	4,051,710	0	For
GEODE CAPITAL MANAGEMENT, LLC	3,072,720	0	For
AustralianSuper Pty Ltd	0	3,006,011	Against
VAUGHAN NELSON INVESTMENT MANAGEMENT, L.P.	2,359,025	0	For
Loomis Sayles	2,093,519	0	For
Dimensional	1,962,781	0	For
FRANKLIN MUTUAL ADVISERS LLC	1,847,809	0	For
Swedbank Robur Fonder AB	0	1,596,000	Against
Hood River Capital Management LLC	1,566,161	0	For
FRANKLIN VALUE INVESTORS TRUST	1,487,460	0	For
Northern Trust	1,467,360	0	For
Natixis	1,437,220	0	For
Victory Capital	1,369,578	0	For
WEATHERBIE CAPITAL, LLC	1,281,408	0	For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST	1,098,189	0	For
Manager Directed Portfolios	1,029,253	0	For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	1,000,275	0	For

Showing the 25 largest of 351 asset managers. See all 351 in the interactive database.

2. TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES.

CORPORATE GOVERNANCE

Meeting held 2024-12-05.

Combines 2 wordings of this item as funds reported it.

94% fund support · no official result

FOR 94%

The 96 asset managers below cast 94% of the shares they voted on this item FOR (49,522,653 for, 2,927,690 against).

FOR: 49,522,653 (94.4%)AGAINST: 2,927,690 (5.6%)ABSTAIN: 5,956 (0.0%)

Largest asset managers voting on “TO ADJOURN OR POSTPONE THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES.” at RXO INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	14,983,984	0	For
BlackRock	14,344,833	0	For
Fidelity	2,770,497	0	For
State Street	4,329	2,227,572	Against
Charles Schwab	2,000,815	0	For
Manager Directed Portfolios	1,807,388	0	For
Dimensional	1,431,856	0	For
Columbia Threadneedle	1,175,820	0	For
Delaware/Macquarie	967,254	0	For
MFS	796,283	0	For
Loomis Sayles	703,870	0	For
TIAA	660,510	0	For
Bridge Builder Trust	615,090	0	For
Natixis	612,225	0	For
Principal	383,863	191,178	For
ALGER FUNDS	495,182	0	For
FRANKLIN VALUE INVESTORS TRUST	490,054	0	For
RBB FUND, INC.	420,113	0	For
Jackson National	394,073	0	For
Equitable	385,133	0	For
FINANCIAL INVESTORS TRUST	0	304,006	Against
Prudential/PGIM	289,926	8,775	For
Victory Capital	286,844	0	For
FIRST EAGLE FUNDS	268,103	0	For
QUANTITATIVE MASTER SERIES LLC	266,250	0	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

3. TO APPROVE, PURSUANT TO SECTION 312.03 OF THE NYSE LISTED COMPANY MANUAL, THE ISSUANCE OF RXO, INC. COMMON STOCK UPON THE EXERCISE OF CERTAIN OF ITS PRE-FUNDED WARRANTS TO PURCHASE 3,700,718 SHARES OF ITS COMMON STOCK.

CAPITAL STRUCTURE

Meeting held 2024-12-05.

Combines 3 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 96 asset managers below cast 100% of the shares they voted on this item FOR (52,456,299 for, 0 against).

FOR: 52,456,299 (100.0%)

Largest asset managers voting on “TO APPROVE, PURSUANT TO SECTION 312.03 OF THE NYSE LISTED COMPANY MANUAL, THE ISSUANCE OF RXO, INC. COMMON STO” at RXO INC., 2024-2025
Asset manager	For	Vote
Vanguard	14,983,984	For
BlackRock	14,344,833	For
Fidelity	2,770,497	For
State Street	2,231,901	For
Charles Schwab	2,000,815	For
Manager Directed Portfolios	1,807,388	For
Dimensional	1,431,856	For
Columbia Threadneedle	1,175,820	For
Delaware/Macquarie	967,254	For
MFS	796,283	For
Loomis Sayles	703,870	For
TIAA	660,510	For
Bridge Builder Trust	615,090	For
Natixis	612,225	For
Principal	575,041	For
ALGER FUNDS	495,182	For
FRANKLIN VALUE INVESTORS TRUST	490,054	For
RBB FUND, INC.	420,113	For
Jackson National	394,073	For
Equitable	385,133	For
FINANCIAL INVESTORS TRUST	304,006	For
Prudential/PGIM	298,701	For
Victory Capital	286,844	For
FIRST EAGLE FUNDS	268,103	For
QUANTITATIVE MASTER SERIES LLC	266,250	For

Showing the 25 largest of 96 asset managers. See all 96 in the interactive database.

4. Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serve as Class II directors and two of the following persons to serve as Class III directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Class II Nominees: Adrian Kingshott

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 5 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 144,204,007AGAINST: 892,020

RXO INC.’s own tally for this item (“Elect Director: Adrian Kingshott”): 144,204,007 for, 892,020 against, per its Form 8-K filed 2025-05-23 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 163,912,000 outstanding shares: 88% for, 0.6% against (89% of the company cast a for/against vote).

The 89 asset managers below cast 99.9% of the shares they voted on this item FOR (56,006,493 for, 19,091 against).

FOR 99.9%

FOR: 56,006,493 (100.0%)AGAINST: 19,091 (0.0%)ABSTAIN: 5,956 (0.0%)

Largest asset managers voting on “Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serv” at RXO INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	20,899,211	1	For
BlackRock	11,070,217	0	For
Fidelity	2,993,331	0	For
T. Rowe Price	2,112,660	0	For
Charles Schwab	1,974,968	0	For
Dimensional	1,778,389	0	For
FRANKLIN VALUE INVESTORS TRUST	1,487,460	0	For
State Street	1,238,997	0	For
Manager Directed Portfolios	1,029,253	0	For
Delaware/Macquarie	995,550	0	For
Natixis	939,605	0	For
Loomis Sayles	778,642	0	For
MFS	760,758	0	For
Bridge Builder Trust	748,057	0	For
Principal	684,565	0	For
ALGER FUNDS	542,368	0	For
Equitable	459,799	0	For
TIAA	413,524	0	For
Jackson National	394,029	0	For
Franklin Templeton	390,628	0	For
Victory Capital	386,789	0	For
FIRST EAGLE FUNDS	321,623	0	For
FINANCIAL INVESTORS TRUST	304,006	0	For
Columbia Threadneedle	300,441	0	For
TRUST FOR PROFESSIONAL MANAGERS	252,872	0	For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

5. Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serve as Class II directors and two of the following persons to serve as Class III directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Class II Nominees: Christine Breves

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 5 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 144,711,332AGAINST: 363,505

RXO INC.’s own tally for this item (“Elect Director: Christine Breves”): 144,711,332 for, 363,505 against, per its Form 8-K filed 2025-05-23 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 163,912,000 outstanding shares: 88% for, 0.3% against (89% of the company cast a for/against vote).

The 89 asset managers below cast 99.9% of the shares they voted on this item FOR (56,006,494 for, 19,090 against).

FOR 99.9%

FOR: 56,006,494 (100.0%)AGAINST: 19,090 (0.0%)ABSTAIN: 5,956 (0.0%)

Largest asset managers voting on “Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serv” at RXO INC., 2024-2025
Asset manager	For	Vote
Vanguard	20,899,212	For
BlackRock	11,070,217	For
Fidelity	2,993,331	For
T. Rowe Price	2,112,660	For
Charles Schwab	1,974,968	For
Dimensional	1,778,389	For
FRANKLIN VALUE INVESTORS TRUST	1,487,460	For
State Street	1,238,997	For
Manager Directed Portfolios	1,029,253	For
Delaware/Macquarie	995,550	For
Natixis	939,605	For
Loomis Sayles	778,642	For
MFS	760,758	For
Bridge Builder Trust	748,057	For
Principal	684,565	For
ALGER FUNDS	542,368	For
Equitable	459,799	For
TIAA	413,524	For
Jackson National	394,029	For
Franklin Templeton	390,628	For
Victory Capital	386,789	For
FIRST EAGLE FUNDS	321,623	For
FINANCIAL INVESTORS TRUST	304,006	For
Columbia Threadneedle	300,441	For
TRUST FOR PROFESSIONAL MANAGERS	252,872	For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

6. Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serve as Class II directors and two of the following persons to serve as Class III directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Class II Nominees: Troy Cooper

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 5 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 144,961,176AGAINST: 148,210

RXO INC.’s own tally for this item (“Elect Director: Troy Cooper”): 144,961,176 for, 148,210 against, per its Form 8-K filed 2025-05-23 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 163,912,000 outstanding shares: 88% for, 0.1% against (89% of the company cast a for/against vote).

The 89 asset managers below cast 99.9% of the shares they voted on this item FOR (56,023,179 for, 2,405 against).

FOR 99.9%

FOR: 56,023,179 (100.0%)AGAINST: 2,405 (0.0%)ABSTAIN: 5,956 (0.0%)

Largest asset managers voting on “Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serv” at RXO INC., 2024-2025
Asset manager	For	Vote
Vanguard	20,899,212	For
BlackRock	11,070,217	For
Fidelity	2,993,331	For
T. Rowe Price	2,112,660	For
Charles Schwab	1,974,968	For
Dimensional	1,778,389	For
FRANKLIN VALUE INVESTORS TRUST	1,487,460	For
State Street	1,238,997	For
Manager Directed Portfolios	1,029,253	For
Delaware/Macquarie	995,550	For
Natixis	939,605	For
Loomis Sayles	778,642	For
MFS	760,758	For
Bridge Builder Trust	748,057	For
Principal	684,565	For
ALGER FUNDS	542,368	For
Equitable	459,799	For
TIAA	413,524	For
Jackson National	394,029	For
Franklin Templeton	390,628	For
Victory Capital	386,789	For
FIRST EAGLE FUNDS	321,623	For
FINANCIAL INVESTORS TRUST	304,006	For
Columbia Threadneedle	300,441	For
TRUST FOR PROFESSIONAL MANAGERS	252,872	For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

7. Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serve as Class II directors and two of the following persons to serve as Class III directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Class III Nominees: Mary Kissel

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 5 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 144,641,203AGAINST: 455,255

RXO INC.’s own tally for this item (“Elect Director: Mary Kissel”): 144,641,203 for, 455,255 against, per its Form 8-K filed 2025-05-23 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 163,912,000 outstanding shares: 88% for, 0.3% against (89% of the company cast a for/against vote).

The 89 asset managers below cast 99.9% of the shares they voted on this item FOR (56,023,178 for, 2,406 against).

FOR 99.9%

FOR: 56,023,178 (100.0%)AGAINST: 2,406 (0.0%)ABSTAIN: 5,956 (0.0%)

Largest asset managers voting on “Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serv” at RXO INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	20,899,211	1	For
BlackRock	11,070,217	0	For
Fidelity	2,993,331	0	For
T. Rowe Price	2,112,660	0	For
Charles Schwab	1,974,968	0	For
Dimensional	1,778,389	0	For
FRANKLIN VALUE INVESTORS TRUST	1,487,460	0	For
State Street	1,238,997	0	For
Manager Directed Portfolios	1,029,253	0	For
Delaware/Macquarie	995,550	0	For
Natixis	939,605	0	For
Loomis Sayles	778,642	0	For
MFS	760,758	0	For
Bridge Builder Trust	748,057	0	For
Principal	684,565	0	For
ALGER FUNDS	542,368	0	For
Equitable	459,799	0	For
TIAA	413,524	0	For
Jackson National	394,029	0	For
Franklin Templeton	390,628	0	For
Victory Capital	386,789	0	For
FIRST EAGLE FUNDS	321,623	0	For
FINANCIAL INVESTORS TRUST	304,006	0	For
Columbia Threadneedle	300,441	0	For
TRUST FOR PROFESSIONAL MANAGERS	252,872	0	For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

8. Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serve as Class II directors and two of the following persons to serve as Class III directors until the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified: Class III Nominees: Michelle Nettles

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 5 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 144,389,119AGAINST: 707,636

RXO INC.’s own tally for this item (“Elect Director: Michelle Nettles”): 144,389,119 for, 707,636 against, per its Form 8-K filed 2025-05-23 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 163,912,000 outstanding shares: 88% for, 0.5% against (89% of the company cast a for/against vote).

The 89 asset managers below cast 99.9% of the shares they voted on this item FOR (56,001,618 for, 23,966 against).

FOR 99.9%

FOR: 56,001,618 (99.9%)AGAINST: 23,966 (0.0%)ABSTAIN: 5,956 (0.0%)

Largest asset managers voting on “Our Board of Directors has nominated for election at the Annual Meeting three of the following persons to serv” at RXO INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	20,899,211	1	For
BlackRock	11,070,217	0	For
Fidelity	2,993,331	0	For
T. Rowe Price	2,112,660	0	For
Charles Schwab	1,974,968	0	For
Dimensional	1,778,389	0	For
FRANKLIN VALUE INVESTORS TRUST	1,487,460	0	For
State Street	1,238,997	0	For
Manager Directed Portfolios	1,029,253	0	For
Delaware/Macquarie	995,550	0	For
Natixis	939,605	0	For
Loomis Sayles	778,642	0	For
MFS	760,758	0	For
Bridge Builder Trust	748,057	0	For
Principal	684,565	0	For
ALGER FUNDS	542,368	0	For
Equitable	459,799	0	For
TIAA	413,524	0	For
Jackson National	394,029	0	For
Franklin Templeton	390,628	0	For
Victory Capital	386,789	0	For
FIRST EAGLE FUNDS	321,623	0	For
FINANCIAL INVESTORS TRUST	304,006	0	For
Columbia Threadneedle	300,441	0	For
TRUST FOR PROFESSIONAL MANAGERS	252,872	0	For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

9. RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-05-21.

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 152,184,572AGAINST: 124,312

RXO INC.’s own tally for this item (“Proposal 2: Ratification of the Appointment of Independent Registered Public Accounting Firm”): 152,184,572 for, 124,312 against, per its Form 8-K filed 2025-05-23 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 163,912,000 outstanding shares: 93% for, 0.1% against (93% of the company cast a for/against vote).

The 87 asset managers below cast 99.8% of the shares they voted on this item FOR (55,910,755 for, 56,339 against).

FOR 99.8%

FOR: 55,910,755 (99.9%)AGAINST: 56,339 (0.1%)ABSTAIN: 5,956 (0.0%)

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ” at RXO INC., 2024-2025
Asset manager	For	Vote
Vanguard	20,899,212	For
BlackRock	11,070,217	For
Fidelity	2,993,331	For
T. Rowe Price	2,112,660	For
Charles Schwab	1,974,968	For
Dimensional	1,778,389	For
FRANKLIN VALUE INVESTORS TRUST	1,487,460	For
State Street	1,238,997	For
Manager Directed Portfolios	1,029,253	For
Delaware/Macquarie	995,550	For
Natixis	939,605	For
Loomis Sayles	778,642	For
MFS	760,758	For
Bridge Builder Trust	748,057	For
Principal	684,565	For
ALGER FUNDS	542,368	For
Equitable	459,799	For
TIAA	413,524	For
Jackson National	394,029	For
Franklin Templeton	390,628	For
Victory Capital	386,789	For
FIRST EAGLE FUNDS	321,623	For
FINANCIAL INVESTORS TRUST	304,006	For
Columbia Threadneedle	300,441	For
TRUST FOR PROFESSIONAL MANAGERS	252,872	For

Showing the 25 largest of 87 asset managers. See all 87 in the interactive database.

10. Adjourn Meeting

EXTRAORDINARY TRANSACTIONS

Meeting held 2024-12-05.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (157,398 for, 0 against).

FOR: 157,398 (100.0%)

Largest asset managers voting on “Adjourn Meeting” at RXO INC., 2024-2025
Asset manager	For	Vote
Empower	117,818	For
GuideStone	35,272	For
CLEARWATER INVESTMENT TRUST	2,422	For
HC CAPITAL TRUST	1,886	For

11. Approve Issuance of Common Stock Upon the Exercise of Pre-Funded Warrants

CAPITAL STRUCTURE

Meeting held 2024-12-05.

100% fund support · no official result

FOR 100%

The 4 asset managers below cast 100% of the shares they voted on this item FOR (157,398 for, 0 against).

FOR: 157,398 (100.0%)

Largest asset managers voting on “Approve Issuance of Common Stock Upon the Exercise of Pre-Funded Warrants” at RXO INC., 2024-2025
Asset manager	For	Vote
Empower	117,818	For
GuideStone	35,272	For
CLEARWATER INVESTMENT TRUST	2,422	For
HC CAPITAL TRUST	1,886	For

12. Ratify Deloitte & Touche LLP as Auditors

AUDIT-RELATED

Meeting held 2025-05-21.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (110,621 for, 0 against).

FOR: 110,621 (100.0%)

Largest asset managers voting on “Ratify Deloitte & Touche LLP as Auditors” at RXO INC., 2024-2025
Asset manager	For	Vote
Empower	106,313	For
CLEARWATER INVESTMENT TRUST	2,422	For
HC CAPITAL TRUST	1,886	For

Largest RXO INC. shareholders voting in 2024-2025

Ranked by the number of RXO INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 163,912,000 shares outstanding at the time of that meeting.

Top RXO INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	Orbis Allan Gray Ltd	15.39%
2	MFN Partners Management, LP	15.10%
3	Vanguard	13.07%
4	BlackRock	8.67%
5	Fidelity	5.72%
6	Wellington	3.89%
7	State Street	3.21%
8	T. Rowe Price	3.20%
9	Charles Schwab	2.47%
10	GEODE CAPITAL MANAGEMENT, LLC	1.87%

Reported RXO INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

RXO INC. beneficial owners on record for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
Orbis Investment Management Limited	21.16%	13G
MFN Partners, LP	19.62%	13G
BlackRock	13.50%	13F
Vanguard Group	10.34%	13F
Finepoint Capital LP	5.73%	13G
Wellington Management	5.65%	13F
Vanguard Portfolio Management	5.55%	13G
State Street	3.50%	13F
Franklin Templeton	1.45%	13F
Dimensional Fund Advisors	1.44%	13F

Percentages above are of 163,912,000 shares outstanding, as reported by RXO INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from RXO INC.’s 10-Q dated 2025-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At RXO INC.'s 2 shareholder meetings in the 2024-2025 proxy season (held 2024-12-05 and 2025-05-21), 362 asset managers reported how they voted in their SEC Form N-PX filings, covering 2,740 separate fund positions. Their filings are grouped here into 12 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item of the season, voted at the meeting held 2025-05-21 — Advisory Vote to Approve Executive Compensation. — FOR was 96% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: RXO INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-05-23.

RXO INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.