chrw-20260507
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: May 7, 2026
(Date of earliest event reported)
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 or organization) | (I.R.S. Employer Identification No.) | |||||||||||||||||||||||||
14701 Charlson Road
Eden Prairie, Minnesota 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))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.10 par value | CHRW | Nasdaq Global Select Market | ||||||
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 Matters to a Vote of Security Holders.
Pursuant to notice duly given, the Company held its 2026 Annual Meeting of Shareholders virtually on May 7, 2026 at www.virtualshareholdermeeting.com/CHRW2026 (“2026 Annual Meeting”). The number of outstanding shares on the record date for the 2026 Annual Meeting was 117,850,413 shares. At the 2026 Annual Meeting, 110,104,789 shares, or approximately 93.4% percent of the outstanding shares, were represented in person or by proxy. At the 2026 Annual Meeting, the shareholders of the Company: (1) elected the ten director nominees set forth below to serve one-year terms, expiring at the Company’s 2027 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, 2026; and (4) approved the C.H. Robinson Worldwide, Inc. Amended and Restated 1997 Employee Stock Purchase Plan. The results of the matters voted upon by the shareholders are as follows:
1.Election of Directors
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | ||||||||||||||||||||
David P. Bozeman | 100,338,210 | 83,001 | 43,104 | 9,640,474 | |||||||||||||||||||
Kermit R. Crawford | 98,908,517 | 1,513,827 | 41,971 | 9,640,474 | |||||||||||||||||||
| Edward Feitzinger | 100,255,907 | 166,164 | 42,244 | 9,640,474 | |||||||||||||||||||
Timothy C. Gokey | 100,038,594 | 383,113 | 42,608 | 9,640,474 | |||||||||||||||||||
Mark A. Goodburn | 100,031,653 | 387,724 | 44,938 | 9,640,474 | |||||||||||||||||||
Mary J. Steele Guilfoile | 96,647,659 | 3,771,125 | 45,531 | 9,640,474 | |||||||||||||||||||
Jodee A. Kozlak | 97,415,183 | 3,003,622 | 45,510 | 9,640,474 | |||||||||||||||||||
Michael H. McGarry | 99,872,157 | 548,531 | 43,627 | 9,640,474 | |||||||||||||||||||
Paige K. Robbins | 100,246,140 | 174,849 | 43,326 | 9,640,474 | |||||||||||||||||||
Paula C. Tolliver | 100,244,292 | 177,143 | 42,880 | 9,640,474 | |||||||||||||||||||
2.Approval, on a non-binding basis, of the compensation of the Company’s Named Executive Officers
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 96,144,263 | 4,145,670 | 174,382 | 9,640,474 | |||||||||||||||||
3.Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026
FOR | AGAINST | ABSTAIN | ||||||||||||
| 104,781,578 | 5,293,541 | 29,670 | ||||||||||||
4. Approval of the Company's Amended and Restated 1997 Employee Stock Purchase Plan
FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||||||||||||||
| 100,201,887 | 174,106 | 88,322 | 9,640,474 | |||||||||||||||||
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 11, 2026
C.H. ROBINSON WORLDWIDE, INC. | |||||||||||
By: | /s/ Dorothy G. Capers | ||||||||||
Dorothy G. Capers | |||||||||||
Chief Legal Officer and Corporate Secretary | |||||||||||