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Get filing alertsQXO stockholders approve TopBuild acquisition with 99% support; closing set for July 1
Filed June 29, 2026 · Period ending June 29, 2026 · ~1 min read
Key Changes
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QXO stockholders approved issuing shares for the TopBuild acquisition with 99.8% of votes cast (725 million for, 1 million against), representing 70.3% of all eligible votes. TopBuild stockholders approved the merger with 78% of votes cast, representing 65% of outstanding shares.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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QXO stockholders approved doubling authorized common stock from 2 billion to 4 billion shares with 99.5% of votes cast (722.4 million for, 3.5 million against), providing capacity for the merger consideration and future capital needs.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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The transaction is expected to close on or about July 1, 2026, subject to customary closing conditions. TopBuild will become a wholly owned QXO subsidiary through a two-step merger structure.
Exhibit 99.1 view on EDGAR → -
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QXO's voting structure includes 725.3 million common shares (70.4% of votes) and 305.7 million votes from preferred stock with super-voting rights (29.6% of votes). The special meeting achieved 70.44% quorum of the 1.03 billion eligible votes.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
QXO stockholders overwhelmingly approved the company's acquisition of TopBuild Corp. at a special meeting held June 29, 2026. The proposal to issue QXO shares as merger consideration passed with 99.8% support among votes cast, representing 70.3% of all eligible votes. TopBuild stockholders separately approved the merger agreement with 78% of votes cast, representing 65% of outstanding shares.
Stockholders also approved doubling QXO's authorized common stock to 4 billion shares to accommodate the transaction and future capital needs. The transaction is expected to close July 1, 2026, subject to customary closing conditions. Under the two-step merger structure, TopBuild will first become a wholly owned QXO subsidiary, then immediately merge into a QXO LLC subsidiary.
The approvals clear the final stockholder consent requirements for the acquisition, previously announced April 18, 2026. QXO's complex capital structure includes super-voting preferred stock that controls 29.6% of total votes despite common stockholders holding the majority economic interest.
Section-by-Section Diff
Event · Exhibit 99.1
Added in current filing · view on EDGAR →
Approximately 99% of the votes cast at QXO’s Special Meeting were in favor of approving the issuance of shares of QXO common stock in connection with the transaction.
QXO stockholders voted overwhelmingly in favor of issuing shares to complete the TopBuild acquisition, with approximately 99% of votes cast supporting the proposal. This approval clears a key condition for the transaction to proceed.
Added in current filing · view on EDGAR →
Approximately 78% of the votes cast at TopBuild’s Special Meeting were cast in favor of adopting the merger agreement, representing approximately 65% of all outstanding shares.
TopBuild stockholders approved the merger agreement with approximately 78% of votes cast in favor, representing approximately 65% of all outstanding shares. While passing, the 22% opposition is elevated compared to typical uncontested M&A votes, though the transaction received majority support from the total shareholder base.
Added in current filing · view on EDGAR →
The transaction is expected to close on or about July 1, 2026, provided that customary closing conditions are satisfied.
The companies expect to close the acquisition on or about July 1, 2026, subject to customary closing conditions. This provides investors with a specific timeline for when the transaction will be completed and QXO will acquire TopBuild.
Event · Item 7.01 — Regulation FD Disclosure
QXO and TopBuild announced final voting results from special stockholder meetings held June 29, 2026.
Added in current filing · verify on EDGAR →
On June 29, 2026, QXO and TopBuild issued a joint press release announcing the final results of the voting at their respective special meetings of stockholders each held on June 29, 2026.
QXO and TopBuild held special stockholder meetings on June 29, 2026, and issued a joint press release disclosing the final voting results. The 8-K does not provide the actual vote tallies or the proposals voted upon; those details are in the attached press release (Exhibit 99.1), which is not included in this filing body. Special meetings typically address significant corporate actions such as mergers, acquisitions, or major governance changes requiring stockholder approval.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Item 5.07 — Submission of Matters to a Vote of Security Holders filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
QXO’s stockholders approved the QXO Share Issuance Proposal as follows: Votes For | Votes Against | Votes Abstained | 724,999,647 | 1,005,727 | 232,333
Stockholders approved the issuance of QXO common stock to TopBuild shareholders as merger consideration. The proposal passed with 724,999,647 votes for (99.8% of votes cast), 1,005,727 against, and 232,333 abstentions. This represents 70.3% support of the 1,030,961,116 total votes eligible to be cast, clearing the threshold needed for the TopBuild acquisition to proceed.
Added in current filing · verify on EDGAR →
QXO’s stockholders approved the QXO Charter Amendment Proposal as follows: Votes For | Votes Against | Votes Abstained | 722,439,916 | 3,503,259 | 294,532
Stockholders approved amending QXO's certificate of incorporation to increase authorized common stock from 2 billion to 4 billion shares. The proposal passed with 722,439,916 votes for (99.5% of votes cast), 3,503,259 against, and 294,532 abstentions. This represents 70.1% support of total eligible votes. The increase provides capacity for the TopBuild merger stock consideration and future capital needs.
Added in current filing · verify on EDGAR →
The Merger Agreement provides that, among other things, and subject to the satisfaction or waiver of certain customary conditions set forth therein, (i) Titanium Merger Sub will merge with and into TopBuild (the “Titanium Merger”), with TopBuild surviving as a wholly owned subsidiary of QXO, and (ii) immediately following the Titanium Merger, TopBuild will merge with and into Forward Merger Sub (the “Forward Merger” and, together with the Titanium Merger, the “Merger”), with Forward Merger Sub surviving the Forward Merger as a wholly owned subsidiary of QXO.
QXO disclosed the two-step merger structure for acquiring TopBuild Corp., previously announced April 18, 2026. TopBuild will first become a QXO subsidiary via reverse merger, then immediately merge into a QXO LLC subsidiary. The stockholder approvals obtained at the June 29, 2026 special meeting clear key conditions for closing this transaction.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 30, 2026 · How we verify