Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Directors As previously disclosed on Current Reports on Form 8-K filed onJuly 13, 2021 andJuly 20, 2021 , effective as of the completion of the Distribution,Gena Ashe ,Marlene Colucci ,Jason Papastavrou andOren Shaffer resigned from the company's board of directors and joined the board of directors of GXO. Appointment of Directors Effective as of the completion of the Distribution: •Jason Aiken was appointed a director of the company and chairman of the Audit Committee.Mr. Aiken currently serves as senior vice president and chief financial officer of General Dynamics. Earlier, he served as senior vice president and chief financial officer ofGulfstream Aerospace Corporation , a General Dynamics subsidiary. •Mary Kissel was appointed a director of the company and a member of the Compensation Committee.Ms. Kissel currently serves as executive vice president and senior policy advisor withStephens Inc. She is a former senior advisor to theU.S. Secretary of State, and was previously with The Wall Street Journal as a member of the Editorial Board and editorial page editor forAsia-Pacific . •Allison Landry was appointed a director of the company and a member of both the Audit Committee and the Compensation Committee.Ms. Landry is a former senior transportation research analyst with Credit Suisse, covering the trucking, railroad, airfreight and logistics industries. •JohnnyC. Taylor , Jr. was appointed a director of the company and chairman of the Compensation Committee.Mr. Taylor is currently president and chief executive officer of theSociety for Human Resource Management (SHRM). He previously held executive positions withIAC/Interactive Corp , Viacom'sParamount Pictures and Blockbuster Entertainment Group , among others. A copy of the press release issued by the company onAugust 2, 2021 announcing that its new slate of directors became effective with the completion of the spin-off is filed as Exhibit 99.2 to this Current Report on Form 8-K. Item 8.01. Other Events. OnJuly 30, 2021 , the company provided notice toWells Fargo Bank, National Association (in such capacity, the "2024 Notes Trustee") under that certain Indenture, dated as ofFebruary 22, 2019 (as amended, supplemented or otherwise modified from time to time, the "2024 Notes Indenture"), by and among the company, the guarantors party thereto and the 2024 Notes Trustee, that onAugust 15, 2021 , subject to and conditioned upon consummation of the Distribution (which condition was satisfied onAugust 2, 2021 ), the company intends to redeem all$1.0 billion in aggregate principal amount of its outstanding 6.750% Senior Notes due 2024 at a redemption price of 103.375% of the principal amount thereof in accordance with the terms of the 2024 Notes Indenture. OnAugust 2, 2021 , the company provided notice toThe Bank of New York Mellon Trust Company, N.A. (in such capacity, the "2023 Notes Trustee") under that certain Indenture, dated as ofAugust 25, 2016 (as amended, supplemented or otherwise modified from time to time, the "2023 Notes Indenture"), by and among the company, the guarantors party thereto and the 2023 Notes Trustee, that onSeptember 1, 2021 , the company intends to redeem all$535 million in aggregate principal amount of its outstanding 6.125% Senior Notes due 2023 at a redemption price of 100.000% of the principal amount thereof in accordance with the terms of the 2023 Notes Indenture. Item 9.01. Financial Statements and Exhibits. (b) Pro Forma Financial Information -------------------------------------------------------------------------------- The unaudited pro forma consolidated financial information of the company giving effect to the Separation and the Distribution, including the unaudited pro forma combined balance sheet as ofMarch 31, 2021 and the unaudited pro forma combined statement of operations for the years endedDecember 31, 2020 , 2019 and 2018, are attached hereto as Exhibit 99.3 and incorporated herein by reference. (d) Exhibits. Exhibit No. Description 2.1 Separation and Distribution Agreement, dated as
of
betweenXPO Logistics, Inc. and GXO Logistics,
Inc.
10.1 Transition Services Agreement, dated as of
XPO Logistics, Inc. and GXO Logistics, Inc. 10.2 Tax Matters Agreement, dated as ofAugust 1 ,
2021, by and between XPO
Logistics, Inc. and GXO Logistics, Inc. 10.3 Employee Matters Agreement, dated as of August
1, 2021, by and between XPO
Logistics, Inc. and GXO Logistics, Inc. 10.4 Intellectual Property License Agreement, dated
as of
betweenXPO Logistics, Inc. and GXO Logistics,
Inc.
10.5 Amendment No. 6 to Second Amended and Restated
Revolving Loan Credit
Agreement, dated as ofJuly 30, 2021 , by and among
certain subsidiaries signatory thereto, the
lenders party thereto and Morgan
Stanley Senior Funding, Inc., as agent. 99.1 Press Release , dated August 2, 2021,
announcing the completion of the
separation 99.2 Press Release, datedAugust 2, 2021 , regarding the board of directors 99.3 Unaudited pro forma consolidated financial information 104.1 Cover Page Interactive Data File (embedded within
the Inline XBRL document)
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