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 6, 2021

 

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware		000-23189		41-1883630
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

14701 Charlson Road

Eden Prairie, MN 55347

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (952) 937-8500

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 $0.10 per share		CHRW		The Nasdaq Global Select Market

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 5.07

Submission of Matters to a Vote of Security Holders.

Pursuant to notice duly given, C.H. Robinson Worldwide, Inc. (the “Company”) held its 2021 Annual Meeting of Shareholders virtually on May 6, 2021 at www.virtualshareholdermeeting.com/CHRW2021 (“2021 Annual Meeting”). The number of outstanding shares on the record date for the 2021 Annual Meeting was 131,142,265 shares. At the 2021 Annual Meeting, 116,726,824 shares, or approximately 89 percent of the outstanding shares, were represented in person or by proxy. At the 2021 Annual Meeting, the shareholders of the Company: (1) elected the ten director nominees set forth below to serve one-year terms, expiring at the Company’s 2022 Annual Meeting of Shareholders; (2) approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers; and (3) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the matters voted upon by the shareholders are as follows:

Election of Directors

 

Name		For				Against				Abstain				Broker Non-Votes
Scott P. Anderson			98,307,561				8,346,666				89,620				9,982,997
Robert C. Biesterfeld Jr.			105,677,336				976,932				89,579				9,982,997
Kermit R. Crawford			106,386,862				265,841				91,144				9,982,997
Wayne M. Fortun			102,418,065				4,204,773				121,009				9,982,997
Timothy C. Gokey			97,896,080				8,713,788				133,979				9,982,997
Mary J. Steele Guilfoile			104,799,624				1,880,067				64,156				9,982,997
Jodee A. Kozlak			103,111,610				3,537,052				95,185				9,982,997
Brian P. Short			93,564,022				13,076,233				103,592				9,982,997
James B. Stake			103,073,520				3,548,226				122,101				9,982,997
Paula C. Tolliver			105,729,186				892,459				122,202				9,982,997

Approval, on a non-binding basis, of the compensation of the Company’s Named Executive Officers

 

For		Against		Abstain		Broker Non-Votes
89,661,013		16,815,118		267,716		9,982,997

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021

 

For		Against		Abstain
114,640,817		2,036,437		49,570

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: May 11, 2021