Current Report Filing (8-k)
May 15 2018 - 4:47PM
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 10, 2018
C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-23189
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41-1883630
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(State or other jurisdiction
of incorporation)
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(Commission
file number)
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(I.R.S. Employer
Identification No.)
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14701 Charlson Road
Eden Prairie, MN 55347
(Address of principal executive offices, including zip code)
Registrants telephone number, including area code:
(952) 937-8500
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 Matters to a Vote of Security Holders.
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The C.H. Robinson Worldwide, Inc.
(the Company) 2018 Annual Meeting of Shareholders was held on May 10, 2018 in Eden Prairie, Minnesota (2018 Annual Meeting). The number of outstanding shares on the record date for the 2018 Annual Meeting was 140,354,214
shares. At the 2018 Annual Meeting, 127,077,063 shares, or 91 percent of the outstanding shares, were represented in person or by proxy. At the 2018 Annual Meeting, the shareholders of the Company: (1) elected each of the nine director
nominees set forth below to serve
one-year
terms, expiring at the Companys 2019 Annual Meeting of Shareholders; (2) approved, on a
non-binding
advisory basis,
the compensation of the Companys Named Executive Officers; (3) ratified the appointment of Deloitte & Touche LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31,
2018; and (4) did not approve a shareholder proposal to report on the feasibility of greenhouse gas disclosure and management. The results of the matters voted upon by the shareholders are as follows:
Election of Directors
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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-Votes
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Scott P. Anderson
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103,566,554
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3,663,484
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204,096
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19,656,850
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Robert Ezrilov
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97,232,664
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10,005,996
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195,874
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19,656,850
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Wayne M. Fortun
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101,814,528
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5,423,210
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196,796
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19,656,850
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Timothy C. Gokey
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106,007,478
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1,222,817
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204,239
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19,656,850
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Mary J. Steele Guilfoile
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104,011,272
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3,221,857
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201,405
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19,656,850
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Jodee A. Kozlak
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104,226,500
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3,012,546
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195,488
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19,656,850
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Brian P. Short
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98,858,328
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8,381,296
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194,910
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19,656,850
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James B. Stake
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104,300,945
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2,935,725
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197,864
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19,656,850
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John P. Wiehoff
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102,123,907
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5,116,136
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194,491
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19,656,850
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Approval, on a
non-binding
basis, of the compensation of the Companys Named
Executive Officers
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For
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Against
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Abstain
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Broker Non-Votes
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91,125,724
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11,909,367
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4,399,443
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19,656,850
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Ratification of the selection of Deloitte & Touche LLP as the Companys independent auditor for the fiscal
year ending December 31, 2018
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For
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Against
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Abstain
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113,923,753
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13,015,067
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147,863
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Shareholder proposal on the feasibility of Greenhouse Gas Disclosure and Management
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For
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Against
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Abstain
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Broker Non-Votes
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40,396,643
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66,403,901
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633,990
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19,656,850
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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.
Date: May 15, 2018
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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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