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): May 31, 2012

XPO LOGISTICS, INC.

(Exact name of registrant as specified in its charter)

Five Greenwich Office Park, Greenwich, Connecticut 06831

(Address of principal executive offices)

(855) 976-4636

(Registrant’s telephone number, including area code)

429 Post Road, Buchanan, Michigan 49107

(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:

(e)         XPO Logistics, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”) on May 31, 2012. At the 2012 Annual Meeting, the Company’s stockholders approved the XPO Logistics, Inc. Amended and Restated 2011 Omnibus Incentive Compensation Plan (the “Amended Plan”). The Board of Directors of the Company had previously adopted and approved the Amended Plan on April 17, 2012, subject to stockholder approval. The material terms of the Amended Plan are summarized on pages 47 through 58 of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2012 (the “Proxy Statement”), which description is incorporated by reference herein. This description of the Amended Plan is qualified in its entirety by reference to the actual terms of the Amended Plan, a complete copy of which is set forth as Exhibit A to the Proxy Statement and is filed as Exhibit 10.1 to this Current Report on Form 8-K.

(a)         The 2012 Annual Meeting was held on May 31, 2012.

(b)         At the 2012 Annual Meeting, the stockholders elected each of the Company’s nominees for director; ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012; approved the Amended Plan; approved the advisory vote on the Company’s executive compensation; and approved a frequency of annually for future advisory votes on the Company’s executive compensation.

(d)         In light of the foregoing vote on Proposal 5, the Company will hold an advisory vote on executive compensation every year until the next required vote on the frequency of shareholder votes on executive compensation.

(d) Exhibits

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.