UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(b) On January 24, 2022, Wayne M. Fortun and Brian P. Short, independent directors of C.H. Robinson Worldwide, Inc. (the “Company”), gave notice of their intention not to stand for re-election upon the conclusion of their current terms at the 2022 annual meeting of shareholders. A copy of the press release issued by the Company announcing these director retirements is attached hereto as Exhibit 99.1.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 24, 2022, the Company’s Board of Directors approved and adopted an amendment to the Company’s Amended and Restated Bylaws (the “Bylaws”) to provide for a plurality voting standard in the event of a contested director election, as an exception to its existing majority voting standard, and to add a director resignation requirement. Under the director resignation requirement, any incumbent director who fails to receive a majority vote in an uncontested election is required to tender his or her resignation, subject to acceptance by the Board. The Company’s Governance Committee will make a recommendation to the Board on whether to accept the resignation, and the Board will act upon such resignation within 90 days from the date the election results are certified and then publicly disclose its determination. The director who tenders his or her resignation will not participate in the recommendation or decision with respect to his or her resignation. The full text of the Bylaws, as amended and restated, is filed as Exhibit 3.2 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Number |
Description | |
| 3.2 | Amended and Restated Bylaws of the Company. | |
| 99.1 | Press Release dated January 24, 2022 of C.H. Robinson Worldwide, Inc. | |
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL | |
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: January 24, 2022
| C.H. ROBINSON WORLDWIDE, INC. | ||
| By: | /s/ Ben G. Campbell | |
| Ben G. Campbell | ||
| Chief Legal Officer and Secretary | ||