Current Report Filing (8-k)
May 16 2017 - 04:21PM
Edgar (US Regulatory)
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 11, 2017
C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Commission
File Number: 000-23189
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Delaware
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41-1883630
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(State or other jurisdiction
of incorporation)
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(IRS Employer
Identification No.)
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14701 Charlson Road, Eden Prairie, MN 55347
(Address of principal executive offices, including zip code)
(952) 937-8500
(Registrants telephone number, including area code)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 5.07
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Submission of the Matters to a Vote of Security Holders
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The C.H. Robinson Worldwide, Inc. (the
Company) 2017 Annual Meeting of Shareholders was held on May 11, 2017 in Eden Prairie, Minnesota (2017 Annual Meeting). The number of outstanding shares on the record date for the 2017 Annual Meeting was 141,781,005
shares. At the 2017 Annual Meeting, 125,350,612 shares, or just over 88 percent of the outstanding shares, were represented in person or by proxy. At the 2017 Annual Meeting, the shareholders of the Company: (1) elected each of the eight
director nominees set forth below to serve one-year terms, expiring at the Companys 2018 Annual Meeting of Shareholders; (2) approved, on a non-binding advisory basis, the compensation of the Companys Named Executive Officers;
(3) approved that a non-binding advisory vote of the compensation of the Companys Named Executive Officers be conducted annually; and (4) ratified the appointment of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2017. The results of the matters voted upon by the shareholders are as follows:
Election of Directors
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Number of Shares
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Name
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For
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Against
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Abstain
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Broker
Non-Vote
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Scott P. Anderson
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102,273,811
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3,418,044
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171,377
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19,487,380
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Robert Ezrilov
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100,825,437
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3,901,443
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1,136,352
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19,487,380
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Wayne M. Fortun
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101,429,658
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4,266,294
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167,280
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19,487,380
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Mary J. Steele Guilfoile
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104,167,892
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1,519,996
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175,344
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19,487,380
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Jodee A. Kozlak
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104,286,984
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1,400,841
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175,407
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19,487,380
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Brian P. Short
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98,129,849
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7,509,667
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223,716
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19,487,380
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James B. Stake
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103,941,424
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1,750,085
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171,723
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19,487,380
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John P. Wiehoff
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98,711,418
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5,924,170
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1,227,644
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19,487,380
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Approval, on a non-binding basis, of the compensation of the Companys Named Executive Officers
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Number of Shares
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For
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Against
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Abstain
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Broker
Non-Vote
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91,529,249
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9,343,722
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4,990,261
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19,487,380
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Determination of the frequency of non-binding advisory vote of the compensation of the Companys Named Executive
Officers
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Number of Shares
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1 Year
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2 Years
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3 Years
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Abstain
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Broker
Non-Vote
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98,192,823
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177,464
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7,080,458
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412,487
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19,487,380
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Ratification of the selection of Deloitte & Touche LLP as the Companys independent registered auditors for
the fiscal year ending December 31, 2017
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Number of Shares
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For
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Against
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Abstain
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121,019,805
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4,161,306
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169,501
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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.
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C.H. ROBINSON WORLDWIDE, INC.
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By:
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/s/
Ben G. Campbell
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Ben G. Campbell
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Chief Legal Officer and Secretary
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Date: May 16, 2017
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