Form 8-K - Current report

C.H. ROBINSON WORLDWIDE, INC.

Dated: December 21, 2023

/s/ Ben G. Campbell

Ben G. Campbell

Chief Legal Officer and Secretary

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): December 20, 2023

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)

(IRS Employer
Identification No)

14701 Charlson Road

Eden Prairie, Minnesota 55347

(Address of principal executive offices and zip code)

(952) 937-8500

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed from 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, par value $0.10 per share

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 21, 2023, C.H. Robinson Worldwide, Inc. (the “Company”) announced that Michael P. Zechmeister will be departing from his position as Chief Financial Officer of the Company. Mr. Zechmeister will remain with the Company until a successor is appointed or no later than May 31, 2024, at which time Mr. Zechmeister plans to retire. The Company has commenced a search for a successor chief financial officer.

The Talent & Compensation Committee of the Board of Directors approved the payment to Mr. Zechmeister of severance benefits in accordance with the terms of the Company’s Executive Separation and Change in Control Plan and Summary Plan Description in connection with his separation. In addition, Mr. Zechmeister will be entitled to a prorated payout of his target annual cash incentive opportunity for fiscal 2024 (which will be the same as his target opportunity for 2023).

A copy of the press release announcing this transition is filed as Exhibit 99.1 hereto.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


EXHIBIT NUMBER

99.1		Press Release dated December 21, 2023.

104		The cover page from the Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

LOGO

C.H. Robinson Announces Chief Financial Officer Transition

EDEN PRAIRIE, MINNESOTA, December 21, 2023 – C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (Nasdaq: CHRW) today announced that Mike Zechmeister will be departing from his position as Chief Financial Officer. The company has commenced a formal search for his successor, and Zechmeister will remain with the company until a successor is named or no later than May 31, 2024, at which time Zechmeister plans to retire.

“We greatly appreciate Mike’s dedication and contributions to Robinson over the past four years to ensure the company’s continued success,” said Dave Bozeman, President and Chief Executive Officer. “During his tenure as CFO, Mike built a strong Finance organization that will continue to serve Robinson well. I am also personally grateful for Mike’s support, partnership and counsel as I stepped into this role this summer. We thank Mike for his leadership and wish him the best in his next chapter.”

“I’m extremely proud of both the Finance team and the Finance leadership team for all that has been accomplished during our time together,” Zechmeister said. “I’m honored to have served on the Senior Leadership Team at Robinson through an unprecedented period of change, which also included the top two years of financial performance in company history and over $3 billion of capital returned to shareholders. I am grateful for the opportunity to work with such a terrific team, and I look forward to spending more time with family and on other endeavors.”

About C.H. Robinson

C.H. Robinson solves logistics problems for companies across the globe and across industries, from the simple to the most complex. With $30 billion in freight under management and 20 million shipments annually, we are one of the world’s largest logistics platforms. Our global suite of services accelerates trade to seamlessly deliver the products and goods that drive the world’s economy. With the combination of our multimodal transportation management system and expertise, we use our information advantage to deliver smarter solutions for our 100,000 customers and 450,000 contract carriers on our platform. Our technology is built by and for supply chain experts to bring faster, more meaningful improvements to our customers’ businesses. As a responsible global citizen, we are also proud to contribute millions of dollars to support causes that matter to our company, our Foundation and our employees. For more information, visit us at www.chrobinson.com. (Nasdaq: CHRW)


FOR INVESTOR INQUIRIES, CONTACT:		FOR MEDIA INQUIRIES, CONTACT:
Chuck Ives, Director of Investor Relations		Duncan Burns, Chief Communications Officer
Email: chuck.ives@chrobinson.com		Email: PublicRelations@chrobinson.com

Source: C.H. Robinson

CHRW-IR

Document and Entity Information	Dec. 20, 2023
Cover [Abstract]
Entity Registrant Name	C. H. ROBINSON WORLDWIDE, INC.
Amendment Flag	false
Entity Central Index Key	0001043277
Document Type	8-K
Document Period End Date	Dec. 20, 2023
Entity Incorporation State Country Code	DE
Entity File Number	000-23189
Entity Tax Identification Number	41-1883630
Entity Address, Address Line One	14701 Charlson Road
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55347
City Area Code	(952)
Local Phone Number	937-8500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.10 per share
Trading Symbol	CHRW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false