XPO Logistics, Inc. - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by XPO Logistics, Inc. on February 11, 2013. The report addresses Item 5.02 regarding the approval of a new annual cash incentive award plan for executive officers for the 2013 fiscal year.
Key Financial Metrics
The filing does not provide specific financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity for the reporting period. The document focuses exclusively on executive compensation arrangements.
Material Changes
On February 11, 2013, the Compensation Committee approved the "2013 Bonus Plan" under the existing 2011 Omnibus Incentive Compensation Plan. This plan establishes target cash bonus awards for five named executive officers, contingent on the company's fiscal year 2013 revenue exceeding fiscal year 2012 revenue.
Guidance, Outlook, and Management Commentary
The filing outlines the structure of the 2013 Bonus Plan:
- Participants: Bradley S. Jacobs (CEO), M. Sean Fernandez (COO), John J. Hardig (CFO), Mario A. Harik (CIO), and Scott B. Malat (Chief Strategy Officer).
- Performance Goal: Achievement of a threshold goal based on 2013 revenue exceeding 2012 revenue.
- Target Awards: Set at 100% of annual base salary for each participant.
- Discretion: The Compensation Committee retains the authority to exercise negative discretion to eliminate or reduce actual payments based on individual or organizational goals.
Executive Compensation Targets
| Executive Officer | Target Bonus Amount |
|---|---|
| Bradley S. Jacobs | $495,000 |
| M. Sean Fernandez | $475,000 |
| John J. Hardig | $395,000 |
| Mario A. Harik | $300,000 |
| Scott B. Malat | $300,000 |
Key Facts for Investor Verification
- Verify the company's actual revenue performance for fiscal year 2013 against 2012 to determine if the threshold performance goal was met.
- Review subsequent filings to determine the actual bonus amounts paid, as the Compensation Committee may reduce or eliminate awards despite meeting the revenue threshold.
- Confirm the total compensation expense recognized for these executives in the 2013 annual report.