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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

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

 

Date of Report (date of earliest event reported): April 24, 2024

 

GXO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-40470 86-2098312

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer Identification
Number)

 

Two American Lane
Greenwich
, Connecticut
06831
(Address of principal executive
offices)
(Zip Code)

 

Registrant’s telephone number, including area code:  (203) 489-1287

 

Not Applicable
(Former name or former address, if changed since last report)

 

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 Name of each exchange on which registered
Common stock, par value $0.01 per share GXO New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company 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 7.01. Regulation FD Disclosure.

 

On April 24, 2024 GXO Logistics, Inc. (the “Company”) and Wincanton plc (“Wincanton”) announced that, in connection with the recommended cash offer made by the Company for the entire issued and to be issued share capital of Wincanton (the “Acquisition”) to be effected by means of a court sanctioned scheme of arrangement under Part 26 of the UK Companies Act 2006, that the Secretary of State in the Cabinet Office has informed the Company that the UK Government will not take any further action in relation to the Acquisition under the UK National Security and Investment Act 2021. A copy of the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information furnished in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Exchange Act or the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates any such information by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number
  Exhibit Title or Description
99.1   Press Release, dated April 24, 2024
104    Cover Page Interactive Data File (embedded within the Inline XBRL document) 

 

 

 

 

SIGNATURE

 

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:  April 24, 2024 GXO Logistics, Inc.
   
  By:   /s/ Karlis P. Kirsis
    Chief Legal Officer

 

 

 

 


ATTACHMENTS / EXHIBITS

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