UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under § 240.14a-12

RXO, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement; if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

TABLE OF CONTENTS

TABLE OF CONTENTS

RXO, INC.

11215 North Community House Road

Charlotte, North Carolina 28277

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on May 21, 2025

To the Stockholders of RXO, Inc.

Notice is hereby given that the 2025 Annual Meeting of Stockholders of RXO, Inc. will be held on Wednesday, May 21, 2025 at 10:00 a.m. Eastern Time. The meeting will be conducted exclusively as a live webcast. You can access the meeting at www.virtualshareholdermeeting.com/RXO2025 with your control number.

The Annual Meeting will be held for the purposes summarized below, and more fully described in the Proxy Statement accompanying this notice.

▪	To elect three members of our Board of Directors as Class II directors and two members of our Board of Directors as Class III directors for a one-year term to expire at the 2026 Annual Meeting of Stockholders or until their successors are duly elected and qualified;

▪	To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2025;

▪	To conduct an advisory vote to approve the executive compensation of our named executive officers (“NEOs”), as disclosed in the Proxy Statement; and

▪	To consider and transact other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

I have chosen not to seek reelection to RXO's Board of Directors due to other professional commitments. Drew Wilkerson will succeed me as our new Chairman. The entire Board of Directors and I have complete confidence in Drew as he steps into the role of Chairman, and I'm happy to support RXO as it continues to grow.

Only stockholders of record of our common stock, par value $0.01 per share, as of the close of business on March 26, 2025, are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. A complete list of registered stockholders will be available after entering the control number included on the Notice of Internet Availability of Proxy Materials or any proxy card that you received, or on the materials provided by your bank or broker.

Your vote is important. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented. We ask that you vote your shares as soon as possible.

By order of the Board of Directors,

Brad Jacobs

Chairman of the Board

Charlotte, North Carolina

April 2, 2025

Important Notice Regarding the Availability of Proxy Materials for the

Annual Meeting of Stockholders to Be Held on May 21, 2025:

The Proxy Statement and our Annual Report on Form 10-K for the Year Ended December 31, 2024 are available at investors.rxo.com.


			©2025 RXO, Inc.

TABLE OF CONTENTS

Table of Contents


	PROXY STATEMENT SUMMARY			1
	QUESTIONS AND ANSWERS ABOUT OUR ANNUAL MEETING			6
	BOARD OF DIRECTORS AND CORPORATE GOVERNANCE			10
	An Overview of Our Business and How Our Board Composition is Aligned with Our Strategy			10
	Directors			11
	Summary of Qualifications and Experience of Directors			17
	Role of the Board and Board Leadership Structure			18
	Board Risk Oversight			18
	Committees of the Board and Committee Membership			19
	Director Compensation			20
	Director Compensation Policy			20
	Compensation Committee Interlocks and Insider Participation			21
	Corporate Governance Guidelines and Code of Business Ethics			21
	Director Independence			21
	Director Selection Process			22
	Board Oversight of Human Capital Management			23
	Board Oversight of Sustainability Matters			24
	Board Oversight of Information Technology and Cybersecurity Risk Management			24
	Securities Trading Policy			24
	Stockholder Communication with the Board			24
	Stockholder Proposals for Next Year’s Annual Meeting			24
	CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS			25
	SECTION 16(a) REPORTS			26
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			27
	COMPENSATION DISCUSSION AND ANALYSIS			29
	AUDIT-RELATED MATTERS			45
	Audit Committee Report			45
	Policy Regarding Pre-Approval of Services Provided by the Outside Auditors			46
	Services Provided by the Outside Auditors			46
	PROPOSALS TO BE PRESENTED AT THE ANNUAL MEETING			47
	Proposal 1: Election of Directors			47
	Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2025			48
	Proposal 3: Advisory Vote to Approve Executive Compensation			49
	Other Matters			50
	ADDITIONAL INFORMATION			51
	Availability of Annual Report and Proxy Statement			51
	A Note About Our Website			51
	ANNEX A

SEC Form DEF 14A filed by RXO Inc.