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 on July 13, 2021
and July 20, 2021, effective as of the completion of the Distribution, Gena
Ashe, Marlene Colucci, Jason Papastavrou and Oren 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 of Gulfstream 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 with Stephens Inc. She is a former senior advisor to
the U.S. Secretary of State, and was previously with The Wall Street Journal as
a member of the Editorial Board and editorial page editor for Asia-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.
•Johnny C. 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 the Society for Human Resource Management (SHRM). He
previously held executive positions with IAC/Interactive Corp, Viacom's
Paramount Pictures and Blockbuster Entertainment Group, among others.
A copy of the press release issued by the company on August 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.
On July 30, 2021, the company provided notice to Wells Fargo Bank, National
Association (in such capacity, the "2024 Notes Trustee") under that certain
Indenture, dated as of February 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 on August
15, 2021, subject to and conditioned upon consummation of the Distribution
(which condition was satisfied on August 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.
On August 2, 2021, the company provided notice to The Bank of New York Mellon
Trust Company, N.A. (in such capacity, the "2023 Notes Trustee") under that
certain Indenture, dated as of August 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 on
September 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

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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 of March 31, 2021 and the unaudited pro forma combined
statement of operations for the years ended December 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 August 1, 2021, by and


                         between XPO Logistics, Inc. and GXO Logistics, 

Inc.


       10.1                Transition Services Agreement, dated as of 

August 1, 2021, by and between

XPO Logistics, Inc. and GXO Logistics, Inc.
       10.2                Tax Matters Agreement, dated as of August 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 July 30, 2021, by and


                         between XPO Logistics, Inc. and GXO Logistics, 

Inc.


       10.5                Amendment No. 6 to Second Amended and Restated

Revolving Loan Credit


                         Agreement, dated as of July 30, 2021, by and among 

XPO Logistics, Inc.,


                         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, dated August 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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