The Governance Committee considers director nominee recommendations from a wide variety of sources, including members of the Board of Directors, business contacts, community leaders, and members of management. The Governance Committee will also consider shareholder recommendations for director nominees using the same selection criteria and qualifications as nominees identified by other sources, as described below. The Governance Committee may also engage search firms to assist in the director recruitment process. The table below outlines the typical director nomination process when the Board of Directors seeks to identify a new candidate for the Board.

The Governance Committee determinesuses the selection criteria and qualifications of directorsame process for evaluating all nominees, based upon the needsregardless of the company. Thesource of the nomination.

On January 6, 2023, the company entered into a cooperation agreement with Ancora Catalyst Institutional, LP and its investment advisor affiliates and other individuals and entities in its shareholder group (the “Ancora Group”). This agreement is substantially similar to the cooperation agreement the company entered into with the Ancora Group on February 28, 2022, pursuant to which we appointed Mr. Maier and Mr. Winship to the Board of Directors, believes that the directors should possess the highest personal and professional ethics and integrity and be committed to representing the long-term interestsamong other things. The cooperation agreement also governs certain aspects of the company’s shareholders. Preferred qualificationscomposition of the Board’s committees. Effective upon execution of the cooperation agreement, the Ancora Group also include current or recent experience as a chief executive officer or senior leadershipagreed not to nominate director candidates for election to the Board and expertise in a particular business discipline. Directors should be able to provide insights and practical wisdom based on their experience and expertise. The company is committed to diversity and inclusion. Corporate Governance Guidelinessupport the Board’s full slate of directors at the 2023 Annual Meeting.

Shareholders who would like to directly nominate a director candidate must give written notice to the company’s corporate secretary, either by personal delivery or by United States mail, at the following address: 14701 Charlson Road, Eden Prairie, MN 55347. The shareholder’s notice must be received by the corporate secretary no later than (a) 90 days before the anniversary date of the previous year’s Annual Meeting or (b) the close of business on the tenth day following the date on which notice of a special meeting of shareholders for election of directors is first given to shareholders. Accordingly, nominations for the 20222024 Annual Meeting must be received by February 5, 2022,4, 2024, unless the alternative deadline is triggered. For each proposed nominee, the shareholder’s notice must comply with and include all information that is required to be disclosed under our Bylaws, any applicable Securities and Exchange Commission rules and regulations, and any applicable laws. The written notice must also include a written consent of the proposed nominee, agreeing to stand for election if nominated by the Governance Committee, and to serve as a director if appointed by the Board of Directors. The shareholder’s notice must also include:

We also provide shareholders with a “proxy access” right that entitles shareholders meeting certain eligibility requirements to include nominees for director in our proxy statement. The proxy access right entitles a shareholder, or group of up to 20 shareholders, owning at least 3 percent3% of our outstanding shares of Common Stockcommon stock continuously for at least three years to nominate and include in our proxy statement director nominees constituting up to the greater of two individuals or 20 percent20% of the Board of Directors. The shareholder’s notice must be delivered to the company’s corporate secretary as set forth above and must be received by the corporate secretary no earlier than 150 days, and no later than 120 days, before the anniversary date of the mailing of the previous year’s proxy statement, unless an alternative deadline under our Bylaws is triggered. Accordingly, nominations for inclusion in our proxy statement for the 20222024 Annual Meeting must be received no earlier than October 24, 2021,23, 2023, and no later than November 23, 2021,22, 2023, unless an alternative deadline is triggered. In addition, the shareholder’s notice must comply with the information requirements described above for other direct nominations of director candidates, as well as the additional notice and information requirements described in our Bylaws.

Our directors are expected to devote sufficient time to fulfill their responsibilities effectively. Directors are required to advise the Chair of the Governance Committee initially evaluatesprior to accepting a prospective nominee basedposition on the board of another publicly held company.

If any incumbent director fails to receive a majority vote in an uncontested election, the director is required to tender his or her resume and other background information that has been providedresignation, subject to acceptance by the Board. Our Governance Committee will make a recommendation to the committee. A memberBoard on whether to accept the resignation, and the Board will act upon such resignation within 90 days from the date the election results are certified and then publicly disclose its determination. The director who tenders his or her resignation will not participate in the recommendation or decision with respect to his or her resignation.

Our Board’s oversight of the committee will contactdevelopment and implementation of our corporate strategy is supported by
C.H. Robinson’s robust governance practices, policies, and procedures. Ensuring that our governance practices are aligned with our stakeholders’ concerns and objectives is a high priority for further review those candidates whomus and to that end, we regularly engage with our stakeholders. See the section on “Stakeholder Engagement” in this Proxy Statement for more information on how we seek feedback from our stakeholders. To facilitate continual improvement and effectiveness, the Board is also committed to maintaining its independent oversight and ensuring that its membership consists of the appropriate skill sets and range of experience.

Ms. Kozlak, an independent director who has served on the Board since 2013, serves as the independent Chair of the Board. Our Board believes are qualified, who may fulfill a specific needit important to retain the flexibility to allocate the responsibilities of the Board chair and CEO positions in any manner that it determines to be in the best interests of the company based on the then-current circumstances. We have remained committed to having an independent Chair of the Board during this time of our CEO transition when our prior Chairman of the Board is no longer independent due to his service as Interim CEO.

Our Corporate Governance Guidelines provide that the Board chair, in consultation with other Board members, sets the agenda for regular meetings of the Board of Directors, and who would otherwise best contributethe chair of each committee is responsible for the agendas for the meetings of the applicable committee. Directors and committee members are encouraged to suggest agenda items and may raise other matters at meetings.

We believe that our leadership structure supports the Board’s risk oversight function. Strong independent directors serve on our Audit Committee—the committee most directly involved in the risk oversight function—and there is open communication between management and the Board, of Directors. Based onand all directors are involved in the informationrisk oversight function.

The Board has four committees: the Audit Committee, the Talent & Compensation Committee, the Governance Committee, learns during this process, it determines which nominee(s) to recommend to the Board of Directors to submit for election. The Governance Committee uses the same process for evaluating all nominees, regardless of the source of the nomination.