We will be held on Thursday, May 6, 2021, at 1:00 p.m. Central Time. You may attend the meeting and vote your shares electronically as part of our virtual only meeting of shareholders by visiting www.virtualshareholdermeeting.com/CHRW2021. To enter the Annual Meeting and vote your shares, you will need the 16-digit control number that is printed in the box marked by the arrow on your Notice of Internet Availability of Proxy Materials or Proxy Card. We recommend that you log in at least fifteen minutes before the meeting to ensure that you are logged in when the meeting starts. The purposes of the meeting are:

By Order of the Board of Directors:

Our compensation philosophy is soliciting your proxybuilt on the following principles:

Our current Chief Executive Officer’s (“CEO”) target total compensation includes a mix of Common Stockpay that is heavily weighted to long-term, equity-based incentives (72%). Our NEOs other than our CEO have an average of 63% of total compensation targeted to be representedpaid in long-term, equity-based incentives. This is consistent with our philosophy of strong linkage between pay and voted at the Annual Meeting. Our Annual Meeting will be virtual onlyperformance.

Bringing together professionals across a shareholder who does not vote themselves or by proxy on a director nominee or a proposal is not considered present for determining whether the director nominee is elected, or whether the proposal has been approved. Brokers cannot vote shares on their customers’ behalf on “non-routine” proposals without receiving voting instructions from a customer but may vote shares on “routine” proposals without such instructions. The only routine proposal among the three listed above is the proposal to ratify the selectionbroad spectrum of Deloitte & Touche. If a broker does not receive voting instructions from its customer with respect to the other non-routine proposals and is precluded from voting on those proposals, then a “broker non-vote” occurs. If a broker returns a proxy indicating a lack of authority to vote on non-routine proposals, the shares represented by the proxy will be deemed present at the meeting for purposes of determining a quorum, but not present for purposes of calculating the vote on the non-routine proposals.

The company is committed to diversity, equity, and inclusion. Accordingly, the C.H. RobinsonCorporate Governance Guidelines provide, and the Governance Committee believes, that creating a Board of Directors forwith a one-year term, alldiversity of whom are current directors.gender, ethnicity, background, talent, experience, accomplishments, and perspectives is in the best interests of the company and its shareholders. The Board of Directors has set the number of directors constituting the Board of Directors at ten.

The information below reflects the diversity of Directors on September 23, 2020.

The Governance Committee determines the selection criteria and qualifications of director nominees based upon the needs of the company. The Board of Directors (orbelieves that the “Board”) has a policy that all directors should possess the highest personal and nominees nominated for election atprofessional ethics and integrity and be committed to representing the Annual Meeting are expected to attend the Annual Meeting. In 2020, alllong-term interests of the director nominees who were directors at that time attended the Annual Meeting.

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 December 29, 2023, the company entered into a letter agreement with Ancora Catalyst Institutional, LP and its affiliates party thereto (“Ancora”). Pursuant to the terms of the letter agreement, the Board of Directors believesacknowledged that theit will renominate current directors should possess the highest personalMessrs. Winship and professional ethics and integrity and be committed to representing the long-term interests ofMaier for election at the company’s shareholders. Preferred qualifications also include current2024 Annual Meeting, and Ancora agreed that, provided the company renominates Messrs. Winship and Maier, it will not nominate any individuals for election to the Board, make any other proposals, or recent experience as a chief executive officer or senior leadership and expertiseengage 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 Guidelinesany solicitation of proxies in connection with the 2024 Annual Meeting.

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 20222025 Annual Meeting must be received no earlier than October 24, 2021,27, 2024, and no later than November 23, 2021,26, 2024, 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. The Board has adopted limits on the number of public company boards on which directors may serve unless the Board approves an exception. Directors who serve as executive officers of public companies may not serve on more than two public company boards, consisting of the board of directors of the director’s employer and one additional public company board. Other directors may not serve on more than a total of four public company boards, including our Board. Directors are required to advise the Chair of the Governance Committee initially evaluatesprior to accepting a prospective nominee basedposition on the board of another for-profit company, whether public or private, so we can assess any potential conflicts of interest. As a result, the Board monitors compliance with our policy through both the prior notice requirement and an annual questionnaire process.

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.