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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): October 4, 2022

 

 

 

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 October 4, 2022, GXO Logistics, Inc. (the “Company”) released a press release announcing that it has received regulatory clearance from the U.K. Competition and Markets Authority (the “CMA”) for its acquisition of Clipper Logistics plc (“Clipper”). GXO completed its offer for Clipper on May 24, 2022, however both companies continued to be run independently pending completion of the regulatory review by the CMA. A copy of the press release 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 No.   Exhibit Description
99.1   Press Release, dated October 4, 2022
104   Cover Page Interactive Data File -- the cover page XBRL tags are 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: October 6, 2022 GXO LOGISTICS, INC.
   
  By: /s/ Karlis Kirsis
   

Karlis Kirsis

Chief Legal Officer