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)

 

 

 

Delaware		000-23189		41-1883630
(State or other jurisdiction of incorporation)		(Commission file number)		(I.R.S. Employer Identification No.)

14701 Charlson Road

Eden Prairie, MN 55347

(Address of principal executive offices, including zip code)

Registrant’s 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:

 

☐	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.  ☐

 

 

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

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 Company’s 2019 Annual Meeting of Shareholders; (2) approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers; (3) ratified the appointment of Deloitte & Touche LLP as the Company’s 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

 

Name		For					Against					Abstain					Broker Non-Votes
Scott P. Anderson				103,566,554					3,663,484					204,096					19,656,850
Robert Ezrilov				97,232,664					10,005,996					195,874					19,656,850
Wayne M. Fortun				101,814,528					5,423,210					196,796					19,656,850
Timothy C. Gokey				106,007,478					1,222,817					204,239					19,656,850
Mary J. Steele Guilfoile				104,011,272					3,221,857					201,405					19,656,850
Jodee A. Kozlak				104,226,500					3,012,546					195,488					19,656,850
Brian P. Short				98,858,328					8,381,296					194,910					19,656,850
James B. Stake				104,300,945					2,935,725					197,864					19,656,850
John P. Wiehoff				102,123,907					5,116,136					194,491					19,656,850

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

 

For		Against		Abstain		Broker Non-Votes
91,125,724		11,909,367		4,399,443		19,656,850

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent auditor for the fiscal year ending December 31, 2018

 

For		Against		Abstain
113,923,753		13,015,067		147,863

Shareholder proposal on the feasibility of Greenhouse Gas Disclosure and Management

 

For		Against		Abstain		Broker Non-Votes
40,396,643		66,403,901		633,990		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