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

 

Delaware   41-1883630

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

14701 Charlson Road, Eden Prairie, MN 55347

(Address of principal executive offices, including zip code)

(952) 937-8500

(Registrant’s 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:

 

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))

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 the Matters to a Vote of Security Holders

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 Company’s 2018 Annual Meeting of Shareholders; (2) approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers; (3) approved that a non-binding advisory vote of the compensation of the Company’s Named Executive Officers be conducted annually; and (4) ratified the appointment of Deloitte & Touche LLP as the Company’s 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

 

    Number of Shares

Name

  For   Against   Abstain   Broker
Non-Vote
Scott P. Anderson   102,273,811   3,418,044   171,377   19,487,380
Robert Ezrilov   100,825,437   3,901,443   1,136,352   19,487,380
Wayne M. Fortun   101,429,658   4,266,294   167,280   19,487,380
Mary J. Steele Guilfoile   104,167,892   1,519,996   175,344   19,487,380
Jodee A. Kozlak   104,286,984   1,400,841   175,407   19,487,380
Brian P. Short   98,129,849   7,509,667   223,716   19,487,380
James B. Stake   103,941,424   1,750,085   171,723   19,487,380
John P. Wiehoff   98,711,418   5,924,170   1,227,644   19,487,380

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

 

Number of Shares

For

  

Against

  

Abstain

  

Broker

Non-Vote

91,529,249    9,343,722    4,990,261    19,487,380

Determination of the frequency of non-binding advisory vote of the compensation of the Company’s Named Executive Officers

 

Number of Shares

1 Year

  

2 Years

  

3 Years

  

Abstain

  

Broker

Non-Vote

98,192,823    177,464    7,080,458    412,487    19,487,380

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered auditors for the fiscal year ending December 31, 2017

 

Number of Shares

For

  

Against

  

Abstain

121,019,805    4,161,306    169,501


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.

 

C.H. ROBINSON WORLDWIDE, INC.
By:   /s/ Ben G. Campbell
  Ben G. Campbell
  Chief Legal Officer and Secretary

Date: May 16, 2017

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