RXO, Inc. revises bylaws, removes board nominee resignation requirement
RXO, Inc. (NYSE:RXO), a company specializing in transportation services, has amended its bylaws, effective September 23, 2024. The key change involves the removal of a requirement for board nominees to submit an irrevocable resignation prior to their inclusion in the company’s proxy materials for annual or special meetings.
Previously, board nominees were obliged to provide a resignation that would automatically take effect under certain conditions determined by the Board of Directors. This amendment was adopted by the Board and is detailed in the company’s latest 8-K filing with the Securities and Exchange Commission.
The updated bylaws come as part of the company’s ongoing governance adjustments. RXO, Inc., headquartered in Charlotte, NC, operates under the industrial classification of Transportation Services and is incorporated in Delaware. The company has undergone previous name changes, from RXO, LLC to NAT Holdings, LLC, with the most recent change occurring on July 12, 2022.
This move by RXO, Inc. may reflect an evolving approach to corporate governance, aiming to streamline the nomination process for board members. The company has not publicly stated the specific reasons behind the bylaw modifications.
The full text of the Second Amended and Restated Bylaws is attached to the filing as Exhibit 3.1. This adjustment to the bylaws is one of the latest developments for RXO, Inc., which is known within the sector for providing various transportation services.
In other recent news, RXO, Inc. completed its acquisition of Coyote Logistics, positioning it as the third-largest North American truck broker. The acquisition, valued at $1.025 billion, has nearly doubled RXO’s carrier base and expanded its customer base, particularly in the Food & Beverage and Transportation sectors.
The transaction was financed through equity, reducing RXO’s net debt to EBITDA ratio to less than 2x. Oppenheimer and Jefferies maintained their Outperform and Buy ratings respectively for RXO, reflecting confidence in the company’s strategic expansion.
RXO also announced a $350 million stock offering to finance a portion of the acquisition. Additionally, the company secured $550 million through private financing and amended its credit facilities, introducing a new $200 million delayed draw term loan facility, and extending a $600 million revolving credit facility.
Susquehanna and TD Cowen also provided their analysis, raising RXO’s stock price target to $20.00 and $28.00 respectively, but maintaining their Negative and Hold ratings
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