UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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| 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 2020 Annual Meeting of Shareholders virtually on May 7, 2020 at www.virtualshareholdermeeting.com/CHRW2020 (“2020 Annual Meeting”). The number of outstanding shares on the record date for the 2020 Annual Meeting was 131,339,702 shares. At the 2020 Annual Meeting, 114,344,919 shares, or approximately 87 percent of the outstanding shares, were represented in person or by proxy. At the 2020 Annual Meeting, the shareholders of the Company: (1) elected the nine director nominees set forth below to serve one-year terms, expiring at the Company’s 2021 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, 2020. 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 |
88,111,245 |
13,094,319 |
506,044 |
12,633,909 |
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| Robert C. Biesterfeld Jr. |
97,114,851 |
4,091,569 |
506,044 |
12,633,909 |
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| Wayne M. Fortun |
89,814,392 |
11,355,888 |
506,044 |
12,633,909 |
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| Timothy C. Gokey |
90,028,156 |
11,143,920 |
506,044 |
12,633,909 |
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| Mary J. Steele Guilfoile |
94,112,503 |
7,060,615 |
506,044 |
12,633,909 |
||||||||||||
| Jodee A. Kozlak |
94,536,957 |
6,634,691 |
506,044 |
12,633,909 |
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| Brian P. Short |
90,308,225 |
10,649,108 |
506,044 |
12,633,909 |
||||||||||||
| James B. Stake |
94,959,199 |
6,212,710 |
506,044 |
12,633,909 |
||||||||||||
| Paula C. Tolliver |
96,281,241 |
4,890,046 |
506,044 |
12,633,909 |
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Approval, on a non-binding basis, of the compensation of the Company’s Named Executive Officers
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 93,947,887 |
7,210,574 |
553,147 |
12,633,909 |
Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020
| For |
Against |
Abstain | ||
| 112,793,374 |
1,484,687 |
66,858 |
At a meeting of the Board of Directors of the Company held on May 7, 2020 prior to the 2020 Annual Meeting, the Board of Directors named Scott P. Anderson Chairman of the Board of the Company.
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, 2020
| C.H. ROBINSON WORLDWIDE, INC. | ||
| By: |
/s/ Ben G. Campbell | |
| Ben G. Campbell | ||
| Chief Legal Officer and Secretary | ||