UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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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:
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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. ☐
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On December 29, 2023, C.H. Robinson Worldwide, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Ancora Catalyst Institutional, LP and its affiliates party thereto. Pursuant to the terms of the Letter Agreement, the Company’s Board of Directors acknowledged that it will renominate current directors Henry W. “Jay” Winship and Henry J. Maier for election at the Company’s 2024 annual meeting of stockholders, and Ancora agreed that, provided the Company renominates Messrs. Winship and Maier, it will not nominate any individuals for election to the Board, make any other proposals or engage in any solicitation of proxies in connection with the 2024 annual meeting of the Company’s stockholders.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement filed as Exhibit 10.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| EXHIBIT NUMBER |
||
| 10.1 | Letter Agreement, dated December 29, 2023, by and among C.H. Robinson Worldwide, Inc., Ancora Catalyst Institutional LP and the other entities and natural persons party thereto. | |
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL. | |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| C.H. ROBINSON WORLDWIDE, INC. | ||||||
| Dated: December 29, 2023 | By: | /s/ Ben G. Campbell | ||||
| Ben G. Campbell | ||||||
| Chief Legal Officer and Secretary | ||||||
Exhibit 10.1
Letter Agreement Between C.H. Robinson Worldwide, Inc.
and Ancora Catalyst Institutional, LP
Dated: December 29, 2023
| Re: | 2024 Annual Meeting of Shareholders |
This letter agreement (this “Letter Agreement”), acknowledges that the board of directors (the “Board”) of C. H. Robinson Worldwide, Inc. (the “Company”) will renominate current incumbent directors Henry W. “Jay” Winship and Henry J. Maier (individually, each a “Nominee” or collectively, the “Nominees”) for reelection to the Board for the Company’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”), and that Ancora Cataylst Institutional, LP and its affiliates (“Ancora”, together with the Company, the “Parties”) are relying on this Letter Agreement as a basis to not nominate the Nominees for reelection.
If for any reason the Board fails to renominate the Nominees for reelection at the Annual Meeting, the Company and the Board will take all measures necessary to permit and facilitate Ancora’s nomination of such Nominees or other persons in substitution thereof for election at the Annual Meeting and shall provide Ancora with the time and opportunity to solicit votes on their behalf in order to seek their election to the Board at the Annual Meeting. Such measures shall include but are not limited to: amending the bylaws; setting a new record date; postponing the Annual Meeting; and extending the Annual Meeting nomination window.
If, on the other hand, the Board renominates the Nominees for reelection at the Annual Meeting (and does not withdraw any such nomination), Ancora agrees that it will not seek to nominate any other individuals for election to the Board or make any other proposals at the Annual Meeting and will also not engage in any solictation of proxies in connection with the Annual Meeting.
Except as expressly contemplated by the preceding paragraph, this Letter Agreement shall not act as a standstill agreement of any kind.
If at any time subsequent to the date of this Letter Agreement, any provision of this Letter Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Letter Agreement.
This Letter Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
The Parties to this Letter Agreement expressly agree that an actual or threatened breach of this Letter Agreement by any Party will give rise to irreparable injury that cannot adequately be compensated by damages. Accordingly, in addition to any other remedy to which it may be entitled, each Party shall be entitled to a temporary restraining order or injunctive relief to prevent a breach of the provisions of this Letter Agreement or to secure specific enforcement of its terms and provisions, and each Party agrees it will not take any action, directly or indirectly, in opposition to another Party seeking relief. Each of the Parties agrees to waive any requirement for the security or posting of any bond in connection with any such relief.
Each Party (a) irrevocably and unconditionally consents to submit itself to the exclusive personal jurisdiction of the courts of the State of Delaware or, if unavailable, the federal court in the State of Delaware, in each case sitting in the County of New Castle in the State of Delaware in the event any dispute arises out of this Letter Agreement or the transactions contemplated by this Letter Agreement, (b) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than state and federal
courts of the State of Delaware sitting in the County of New Castle, and each of the Parties irrevocably waives the right to trial by jury, (d) agrees to waive any bonding requirement under any applicable law, in the case any other Party seeks to enforce the terms by way of equitable relief, and (e) irrevocably consents to service of process by a reputable overnight delivery service, signature requested, to the address of such Party’s principal place of business or as otherwise provided by applicable law. THIS LETTER AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING WITHOUT LIMITATION VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.
This Letter Agreement is solely for the benefit of the Parties and is not enforceable by any other person.
[Remainder of page intentionally blank. Signature page follows.]
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| Sincerely, | ||
| The Company: | ||
| C.H. ROBINSON WORLDWIDE, INC. | ||
| By: | /s/ Jodee Kozlak | |
| Name: | Jodee Kozlak | |
| Title: | Chair of the Board | |
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Ancora:
| Ancora Catalyst Institutional, LP Ancora Catalyst, LP Ancora Merlin Institutional, LP Ancora Merlin, LP Ancora Catalyst SPV I LP Series U Ancora Catalyst SPV I LP Series V | ||
| By: Ancora Alternatives LLC, its Investment Advisor and General Partner | ||
| By: Ancora Holdings, LLC, its Sole Member | ||
| By: | /s/ Frederick D. DiSanto | |
| Ancora Catalyst SPV I SPC Ltd. Segregated Portfolio I | ||
| By: Ancora Alternatives LLC, its Investment Advisor | ||
| By: Ancora Holdings, LLC, its Sole Member | ||
| By: | /s/ Frederick D. DiSanto | |
| Ancora Alternatives LLC | ||
| By: Ancora Holdings, LLC, its Sole Member | ||
| By: | /s/ Frederick D. DiSanto | |
| Ancora Advisors, LLC | ||
| By: The Ancora Group, LLC, its Sole Member | ||
| By: Ancora Holdings, LLC, its Sole Member | ||
| By: | /s/ Frederick D. DiSanto | |
| The Ancora Group, LLC | ||
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| By: Ancora Holdings, LLC, its Sole Member | ||
| By: | /s/ Frederick D. DiSanto | |
| Ancora Family Wealth Advisors, LLC | ||
| By: Inverness Holdings LLC, its Sole Member | ||
| By: Ancora Holdings, LLC, its Sole Member | ||
| By: | /s/ Frederick D. DiSanto | |
| Inverness Holdings LLC | ||
| By: Ancora Holdings, LLC, its Sole Member | ||
| By: | /s/ Frederick D. DiSanto | |
| Ancora Holdings, LLC | ||
| By: | /s/ Frederick D. DiSanto | |
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Document and Entity Information |
Dec. 29, 2023 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | C. H. ROBINSON WORLDWIDE, INC. |
| Amendment Flag | false |
| Entity Central Index Key | 0001043277 |
| Document Type | 8-K |
| Document Period End Date | Dec. 29, 2023 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 000-23189 |
| Entity Tax Identification Number | 41-1883630 |
| Entity Address, Address Line One | 14701 Charlson Road |
| Entity Address, City or Town | Eden Prairie |
| Entity Address, State or Province | MN |
| Entity Address, Postal Zip Code | 55347 |
| City Area Code | (952) |
| Local Phone Number | 937-8500 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, par value $0.10 per share |
| Trading Symbol | CHRW |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |
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