UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrantx                            Filed by a Party other than the Registrant¨

Check the appropriate box:

C.H. Robinson Worldwide, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

14701 Charlson Road

Eden Prairie, Minnesota 55347

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

May 9, 20137, 2015

TO OUR SHAREHOLDERS:

C.H. Robinson Worldwide, Inc.’s Annual Shareholders’ Meeting will be held on Thursday, May 9, 2013,7, 2015, at 1:00 p.m., Central Daylight Time. The meeting will be conducted at our office located at 14800 Charlson Road, Eden Prairie, Minnesota. The purposes of the meeting are:

Our Board of Directors has selected Wednesday, March 11, 2013,2015, as our record date. Shareholders who own shares of our Common Stock on the record date are entitled to be notified of, and to vote at, our Annual Meeting.

We use the internet to distribute proxy materials to our shareholders. We believe it is an efficient and cost-effective way to provide the material, and it reduces the environmental impact of our annual meeting. The Notice of Internet Availability of Proxy Materials for the Shareholder Meeting, the Proxy Statement, and the Annual Report are available atwww.proxyvote.com.

By Friday, March 28, 2013,27, 2015, we will have completed mailing to our shareholdersof the Notice of Internet Availability of Proxy Materials.Materials to our shareholders. The notice has instructions on how to access our 20132015 Proxy Statement and Annual Report and vote online. Shareholders who have requested hard copies will receive the Proxy Statement and Annual Report by mail.

Your vote is important. Please vote as soon as possible by using the internet or by telephone. If you receive a paper copy of the proxy card by mail, please sign and return the enclosed proxy card.

March 28, 201327, 2015

C.H. ROBINSON WORLDWIDE, INC.

14701 Charlson Road

Eden Prairie, Minnesota 55347

PROXY STATEMENT

FOR THE

20132015 ANNUAL MEETING OF SHAREHOLDERS

May 9, 20137, 2015

This Proxy Statement is soliciting your proxy for use at the 20132015 C.H. Robinson Annual Meeting of Shareholders. A proxy enables your shares of Common Stock to be represented and voted at the Annual Meeting. Our Annual Meeting will be held at 1:00 p.m. Central Daylight Time on Thursday, May 9, 2013,7, 2015, at our office located at 14800 Charlson Road in Eden Prairie, Minnesota. The proxy can also be used at any adjournment of the Annual Meeting. If you need special assistance at the Annual Meeting because of a disability, you may contact Ben G. Campbell, our Vice President, General Counsel,Chief Legal Officer and Secretary, by telephone at (952) 937-7829, by e-mailemail atben.campbell@chrobinson.com, or by writing to him at 14701 Charlson Road, Eden Prairie, MN 55347.

This proxy is requested by the Board of Directors of C.H. Robinson Worldwide, Inc. (“the company,” “we,” “us,” “C.H. Robinson”) for the following purposes:

We provide our shareholders with the opportunity to access the 20132015 Annual Meeting proxy materials over the internet. A Notice of Internet Availability of Proxy Materials is being mailed to all of our shareholders, except those who have previously provided instructions to receive paper copies of our proxy materials. The notice contains instructions on how to access and review our proxy materials on the internet and how to vote your shares. The notice will also tell you how to request our proxy materials in printed form or by e-mail,email, at no charge, if that is your preference. The notice contains a 12-digit control number that you will need to vote your shares. Please keep the notice for your reference until after our Annual Meeting.

We will have completed mailing the Notice of Internet Availability of Proxy Materials to our shareholders on March 28, 2013.27, 2015.

General Information

Who is entitled to vote?

Holders of record of C.H. Robinson Worldwide, Inc. Common Stock, par value $0.10 per share, at the close of business on March 11, 2013,2015, are entitled to vote at our Annual Meeting. March 11, 20132015, is referred to as the record date. As of the record date 159,224,227147,855,864 shares of Common Stock were outstanding. Each share is entitled to one vote. There is no cumulative voting.

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Shares are counted as present at the Annual Meeting if either the shareholder is present and votes in person at the Annual Meeting, or has properly submitted a proxy by mail, by telephone, or by internet. In order to achieve a quorum and conduct business at the Annual Meeting, a majority of our issued and outstanding Common Stock as of March 11, 20132015, must be present and entitled to vote. If a quorum is not represented at the Annual Meeting, the shareholders and proxies entitled to vote will have the power to adjourn the Annual Meeting until a quorum is represented.

How can I vote?

If you submit your vote before the Annual Meeting using any of the following methods, your shares of Common Stock will be voted as you have instructed:

Your vote is important, and we encourage you to vote promptly. Internet and telephone voting are available through 11:59 pmp.m. Eastern Daylight Time on Wednesday, May 8, 2013,6, 2015, for all shares entitled to vote. If you are a beneficial shareholder (you hold your shares through a nominee, such as a broker), your nominee can advise you whether you will be able to submit voting instructions by telephone or via the internet. Submitting your proxy will not affect your right to vote in person, if you decide to attend the Annual Meeting.

What happens if I return my proxy without voting instructions?

If you do not return voting instructions with your proxy, your proxy will be voted:

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Generally, a shareholder who does not vote in person or by proxy on a proposal (including a broker non-vote) is not considered present for the purpose of determining whether a nominee is elected or a proposal has been approved. Brokers cannot vote on their customers’ behalf on “non-routine” proposals without receiving voting instructions from a customer.

What is the effect of an abstention or broker non-vote on each proposal?

With regard to the election of directors, approval of the C.H. Robinson Worldwide, Inc. 2013 Equity2015 Non-Equity Incentive Plan, and the ratification of Deloitte & Touche:

With regard to the advisory proposal on the compensation of our named executive officers:

What is the required vote on each matter?

Pursuant to our Bylaws, each of the proposals in this Proxy Statement (other than the advisory vote on the compensation of our named executive officers) requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock present in person or by proxy at the meetings and entitled to vote, provided that a quorum is present at the meeting. Regarding the advisory vote on the compensation of our named executive officers, we will consider shareholders to have approved this proposal if the votes cast FOR the proposal exceed the votes cast AGAINST the proposal.

How do I revoke my proxy?

You may revoke your proxy and change your vote at any time before the voting closes at the Annual Meeting. You may do this by submitting a properly executed proxy with a later date, or by delivering a written revocation to the Secretary’s attention at the company’s address listed above, or in person at the Annual Meeting.

Shareholder Proposals and Other Matters

As of the date of this Proxy Statement, neither the company nor the Board of Directors knows of any other business that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, the persons named in the proxy card will have discretionary authority to vote on such matters and will vote according to their best judgment.

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PROPOSAL ONE: ELECTION OF DIRECTORS

The C.H. Robinson Board of Directors is currentlyhad historically been divided into three classes. However, at the company’s 2012 Annual Meeting, shareholders voted to amend and restate the company’s Certificate of Incorporation to eliminate the classification of the Board of Directors. As a result of that amendment, beginning with our 2013 Annual Meeting, this year, directors nominated for election to the company’s Board of Directors have been and are now elected to serve one-year terms. As stated below, the elimination of the classification of the Board of Directors did not affect the term of the directors elected in 2011 and 2012. Upon completion of the Annual Meeting, theThe Board of Directors has set the number of directors constituting the Board of Directors at 10.

ReBecca Koenig Roloff,Scott P. Anderson, Robert Ezrilov, Wayne M. Fortun, Mary J. Steele Guilfoile, Scott P. Anderson, Jodee A. Kozlak, David W. MacLennan, ReBecca Koenig Roloff, James B. Stake, Brian P. Short and Michael W. WickhamJohn P. Wiehoff are directors in the class whose term expires at the 20132015 Annual Meeting. Mr. Wickham previously confirmed that he would not be standing for re-election. On the recommendation of our Governance Committee, the Board of Directors has nominated Ms. Roloff, Ms. Guilfoile, Mr. Anderson and Ms. Kozlak, Ms. Roloff, and Messrs. Anderson, Ezrilov, Fortun, Stake, Short, and Wiehoff for election to the Board of Directors at the Annual Meeting for terms of one year. Each has indicated a willingness to serve.

The elimination of Mr. MacLennan will not be seeking reelection to the classification of the Board of Directors did not affect the term of the directors elected in 2011 and 2012 and the directors elected in those elections will continue in office for their existing terms. Robert Ezrilov, Wayne M. Fortun, and Brian P. Short serve in the class whose term expires in 2014. If elected, Ms. Roloff, Ms. Guilfoile, Mr. Anderson and Ms. Kozlak will serve terms that expire in 2014, as well. David W. MacLennan, James B. Stake, and John P. Wiehoff serve in the class whose term expires in 2015.Board.

John P. Wiehoff and Ben G. Campbell will vote the proxies received by them for the election of Ms. Roloff, Ms. Guilfoile, Mr. Anderson and Ms. Kozlak, Ms. Roloff, and Messrs. Anderson, Ezrilov, Fortun, Stake, Short, and Wiehoff unless otherwise directed. If any nominee becomes unavailable for election at the Annual Meeting, John P. Wiehoff and Ben G. Campbell may vote for a substitute nominee at their discretion as recommended by the Board of Directors.

The Board of Directors has determined that all of the continuing directors, except for John P. Wiehoff, are independent under the current standards for “independence” established by the NASDAQ Global Market, on which C.H. Robinson’s stock is listed. In connection with its evaluation of director independence, the Board of Directors considered the following transactions, all of which were entered into in the ordinary course of business:

Director Biographies and Qualifications

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Director Biographies and Qualifications

sales, and vice president, marketing. Mr. Anderson became one of the company’s directors in June 2010. Mr. Anderson is a past chairman of the Dental Trade Alliance. Mr. Anderson is a trustee of Gustavus Adolphus College. He serves on the board of directors of the Ordway Theater. Mr. Anderson earned his MBA from Northwestern University, Kellogg School of Management and his bachelor’s degree from Gustavus Adolphus College.

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	Ms. Roloff’s leadership positions at The Pillsbury Company, American Express Financial Advisors, and the Minneapolis YWCA provide her with extensive management and strategic planning skills. In addition, her work at The Pillsbury Company has provided her with insight into the produce sourcing business in which we engage.

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Throughout his career at 3M, Mr. Stake gained extensive public company senior management experience at a large company that operates worldwide. In particular, Mr. Stake’s foreign leadership positions and his position with Enterprise Services, a shared services organization, provide valuable perspective to the company’s international operations and its information technology systems. Mr. Stake also has prior public company board experience with Otter Tail. Mr. Stake meets the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission.

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Mr. Wiehoff has more than 2022 years with the company, including as its chief financial officer and as chief executive officer since 2002. He has deep and direct knowledge of the company’s business and operations. He also has significant public company board experience with Polaris and Donaldson.

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BOARD VOTING RECOMMENDATION

The Board of Directors recommends a vote FOR the election of ReBecca Koenig Roloff,Scott P. Anderson, Robert Ezrilov, Wayne M. Fortun, Mary J. Steele Guilfoile, Scott P. Anderson and Jodee A. Kozlak, ReBecca Koenig Roloff, James B. Stake, Brian P. Short and John P. Wiehoff as directors of C.H. Robinson Worldwide, Inc.

BOARD OF DIRECTORS GOVERNANCE MATTERS

The Board of Directors (“the Board,”(the “Board”) has a policy that all directors nominated for election at the Annual Meeting are expected to attend the Annual Meeting, and all other directors are encouraged to attend. All directors then serving on the Board of Directors attended last year’s Annual Meeting.

During 2012,2014, the Board of Directors held sixfive meetings. Each director holding office during the year attended at least 75 percent of the aggregate of the meetings of the Board of Directors (held during the period for which he or she had been a director) and the meetings of the Committees of the Board on which he or she served (held during the period for which he or she served).

Our Board of Directors has three committees: the Audit Committee, the Compensation Committee, and the Governance Committee. Currently, members and chairs of these committees are:

Mary J. Steele Guilfoile was appointed to the Board of Directors on September 24, 2012 and her appointments to the Audit and Governance Committees were effective December 6, 2012 and September 24, 2012, respectively. Ms. Guilfoile was identified as a director candidate by a national director search firm retained by the Governance Committee, and her appointment was recommended to the Board of Directors by the Governance Committee. Jodee A. Kozlak was appointed to the Board of Directors and to the Compensation Committee on February 7, 2013. Ms. Kozlak was identified as a director candidate by current members of the Board of Directors, and her appointment was recommended to the Board of Directors by the Governance Committee.

Board Leadership Structure

Our Board of Directors is led by John P. Wiehoff, who has been our president since 1999 and our chief executive officer since 2002. Mr. Wiehoff joined the Board of Directors in 2001 and was appointed Chairman of the Board in 2007.

As stated in our Corporate Governance Guidelines, the Board believes it is beneficial to have flexibility in allocating the responsibilities of the offices of Chairman and of Chief Executive Officer in the manner the Board determines to be in the best interests of the company. When the Board appointed Mr. Wiehoff as Chairman, the

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Board considered numerous factors, including the benefits to the decision-making process with a leader who fills both offices, the significant operating experience and qualifications of Mr. Wiehoff, the importance of in-depth C.H. Robinson knowledge to being able to optimize board leadership, the size and complexity of our business, and the significant business experience and tenure of many of our other directors.

The Board does not have a “lead director.” However, under our Corporate Governance Guidelines, the Chair of the Governance Committee is expected to preside at the executive sessions of the independent directors, coordinate and develop the agenda for those executive sessions, act as a liaison between the independent directors and management, and handle responses to shareholder inquiries that are directed to the independent directors. Mr. MacLennan isserved as the current Chair of the Governance Committee.

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Our Corporate Governance Guidelines provide that the Chairman, in consultation with other Board members, sets the agenda for regular meetings of the Board, and the chair of each committee setsis 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 with significant tenure on the Board chair the Committees most directly involved in the risk oversight function, there is open communication between management and the Board, and all directors are involved in the risk oversight function.

Risk Oversight

The Board is actively involved in the oversight of risks that could affect the company. This oversight is conducted primarily through the Audit Committee. The Audit Committee Charter establishes that one of the responsibilities of the Audit Committee is to review the risk management of the company on an annual basis. To assist it in this oversight function, the chief risk officer of the company presents a risk management update at each of the quarterly Audit Committee meetings. In addition, management and the internal audit group conduct an annual enterprise risk assessment of the company, which includes interviews of various key personnel within the company and members of the Audit Committee. The results of the annual risk assessment are presented to the Audit Committee. The Audit Committee provides periodic risk assessment updates to the Board and solicits input from the Board regarding the company’s risk management practices. In addition, the Compensation Committee periodically reviews the company’s compensation programs to ensure that they do not encourage excessive risk-taking. Additional review or reports on enterprise risks are conducted as needed by the Board or the Committees.

The Audit Committee

All of our Audit Committee members are “independent” under applicable NASDAQ listing standards and Securities and Exchange Commission rules and regulations. Our Board of Directors has determined that four members of the Audit Committee, Messrs. Ezrilov, Short, and Stake and Ms. Guilfoile, meet the definition of an “Audit Committee Financial Expert” as established by the Securities and Exchange Commission. The Audit Committee assists the Board of Directors in fulfilling their oversight responsibilities relating to the quality and integrity of the financial reports of the company. The Audit Committee has the sole authority to appoint, review, and discharge our independent auditors, and has established procedures for the receipt, retention, and response to complaints regarding accounting, internal controls, or audit matters. In addition, among other responsibilities in the Audit Committee Charter, the Audit Committee is responsible for:

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The Audit Committee held foureight meetings during 2012.2014. The Audit Committee has engaged Deloitte & Touche LLP as independent auditors for fiscal year 20132015 and is recommending that the company’s shareholders ratify this appointment at the Annual Meeting. The report of the Audit Committee is found on page 3835 of this Proxy Statement.

The Compensation Committee

All of our Compensation Committee members are “independent” under applicable NASDAQ listing standards and Internal Revenue Service and Securities and Exchange Commission rules and regulations. The Compensation Committee assists the Board of Directors in fulfilling itshas oversight responsibilities relating to executive compensation, employee compensation and benefits programs and plans, and leadership development. In addition, among other responsibilities in the Compensation Committee Charter, the Compensation Committee is responsible for:

The Compensation Committee held four meetings during 2012.2014. See “2012“2014 Compensation Discussion and Analysis—III. Compensation Process” for a discussion of the role played by our chief executive officer in compensation decisions. The Compensation Committee report on executive compensation is found on page 3431 of this Proxy Statement.

The Governance Committee

All members of our Governance Committee are “independent” under applicable NASDAQ listing standards. The Governance Committee serves in an advisory capacity to the Board of Directors on matters of organization and the conduct of Board activities. Among other responsibilities in the Governance Committee Charter, the Governance Committee is responsible for:

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The Governance Committee considers Board of Director nominees recommended by shareholders. The process for receiving and evaluating these nominations from shareholders is described below under the caption “Nominations.”

The Governance Committee held threetwo meetings during 2012.2014.

The charters for each of the Committees of the Board of Directors, our Corporate Governance Guidelines, and our company’s Code of Ethics, which are all a part of our Corporate Compliance Program, are posted under the Corporate Governance section of the Investors page of our website atwww.chrobinson.com.

Shareholder Communications with Board

C.H. Robinson shareholders and other interested parties may send written communications to the Board of Directors or to any individual director by mailing it to the C.H. Robinson Worldwide, Inc. Board of Directors, c/o C.H. Robinson Corporate Secretary, 14701 Charlson Road, Eden Prairie, MN 55347. These communications will be compiled by the Secretary and periodically submitted to the Board or individual director.

Nominations

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. The Governance Committee may also engage search firms to assist in the director recruitment process.

The Governance Committee determines the selection criteria and qualifications of director nominees based upon the needs of the company. 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 interests of the company’s shareholders. Preferred qualifications also include current or recent experience as a chief executive officer or expertise in a particular business discipline. Directors should be able to provide insights and practical wisdom based on their experience and expertise. While the company does not have a policy regarding the consideration of diversity in identifying director nominees, the company’s Corporate Governance Guidelines provide, and the Governance Committee believes, that creating a board with a diversity of talent, experience, accomplishments, and perspectives is in the best interests of the company and our shareholders. The company is committed to considering candidates for the Board regardless of gender, ethnicity, and national origin. Any search firm retained to assist the Governance Committee in seeking director candidates will be instructed to consider these commitments.

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 Secretary not 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. 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 electedappointed by the Board of Directors. The shareholder’s notice must also include:

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The Governance Committee initially evaluates a prospective nominee based on his or her resume and other background information that has been provided to the Committee. A member of the Committee will contact for further review those candidates whom the Committee believes are qualified, who may fulfill a specific need of the Board of Directors, and who would otherwise best make a contribution to the Board of Directors. Based on the information 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.

No candidates for director nominations were submitted to the Governance Committee by any shareholder for the 20132015 Annual Meeting. Any shareholder interested in presenting a nomination for consideration by the Governance Committee prior to the 20142016 Annual Meeting should do so as early as possible, to provide adequate time to consider the nominee and comply with our Bylaws.

Compensation of Directors

In 2012,2014, each independent director of C.H. Robinson was paid an annual retainer of $80,000 and no meeting fees. The Audit Committee chair received an additional annual retainer of $20,000, and the chairs of the Governance and Compensation Committees each received an additional annual retainer of $10,000. Other members of the Audit Committee received an additional annual retainer of $10,000, and other members of the Governance and Compensation Committees received additional annual retainers of $5,000. Retainers are paid in quarterly installments, at the end of each calendar quarter. Before the retainers are earned, the directors may elect to receive all or a portion of their retainers in cash, stock, or restricted stock units that are immediately vested and are payable to the directors after their service on the Board of Directors has ended.

Directors are required to own a minimum of five times their annual board retainer in company stock no later than five years after joining the Board of Directors. We base the stock ownership requirements on all shares of company stock deemed owned by a director, which includes vested stock options, vested and unvested performance shares and restricted stock units, and stock beneficially owned by the director, including owned in a trust, by a spouse, or by dependent children for our directors.

In 2012,2014, the Board of Directors granted each director a fully vested restricted stock unit award valued at $50,000, deliverable after leaving the Board of Directors. C.H. Robinson also reimburses non-employee directors for reasonable expenses incurred in attending Board of Directors meetings and for expenses incurred in obtaining continuing education related to service on our Board of Directors. In 2014, the Compensation Committee engaged Aon Hewitt, an independent, nationally recognized, and reputable human resources consulting firm, to present director compensation survey information to the Compensation Committee in preparation for its director compensation analysis and discussion. The consultant is independent under the rules established by the Securities and Exchange Commission. The director compensation survey information included the compensation elements of cash retainer and equity compensation, both separately and combined, of publically traded companies with a market capitalization position of between five and ten billion dollars. The director compensation survey data was used to generally inform the Governance Committee on director compensation. Fees for Aon Hewitt did not exceed $120,000 during 2014. Aon Hewitt did not provide any additional services to C.H. Robinson outside of its role as consultant to the Board and its Committees during 2014. Based in part on the results of the director compensation survey, and considering other factors, for 2015, the Board of Directors has increased the amount of the stock unit award to $125,000. All other elements of director compensation for 2015 remain unchanged.

Directors who are also employees of C.H. Robinson are not separately compensated for being a member of the Board of Directors.

2012 Director Compensation Table

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2014 Director Compensation Table

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee are Wayne M. Fortun, Robert Ezrilov, ReBecca Koenig Roloff, James B. Stake, Scott P. Anderson, and Jodee A. Kozlak. The Compensation Committee members have no interlocking relationships requiring disclosure and are deemed independent under the rules of the Securities and Exchange Commission.

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20122014 COMPENSATION DISCUSSION AND ANALYSIS

I. Compensation Philosophy

Performance-based compensation and alignment of individual, company, and shareholder goals are integral components of C.H. Robinson’s company culture and management approach. Within our office network, a significant portion of the cash compensation of our sales and operations employees and managers are paid in large partis based on the profitability of their office. Approximately 3,900A portion of the cash compensation of many employees in our offices is also determined by the profits of their office. In addition, approximately 3,050 employees, or 3525 percent of our total employees, hold equity they received through our 1997 Omnibus Stock Plan, which was amended and restated in 2006 (the “Omnibus Stock“1997 Plan”), and which promotesits successor 2013 Equity Incentive Plan (the “2013 Plan” and jointly with the 1997 Plan referred to as the “Equity Plans”). Our company Equity Plans promote long-term ownership and aligns themare aligned with our company-wide performance goals.

C.H. Robinson, with guidance and oversight from our Compensation Committee, has adopted an executive officer compensation philosophy that is intended to be consistent with our overall compensation approach and to achieve the following basic goals:

Compensation decisions regarding individual executivesexecutive officers are based on factors including individual performance, level of responsibility, unique skills of the executive, tenure, and demands of the position. In addition, the Compensation Committee also considers the results of the shareholders’ advisory vote on the compensation of named executive officers. At our 2014, 2013, and 2012 Annual Meeting,Meetings, our say-on-pay proposalproposals received “for” votes that represented approximately 75.7 percent, 96 percent, and 98 percent, respectively, of the shares voted.voted on the proposals. The Compensation Committee considered the results of the 2012these say-on-pay votevotes when evaluating our compensation practices and policies in 20122014 and when setting the compensation of our named executive officers for 2013.2014. The Compensation Committee believes that the significant support for the 2012our say-on-pay vote demonstratesproposal results demonstrate shareholders’ support of our compensation policies.practices. However, we continue to evaluate elements of our executive compensation program for possible modification and implementation in future years.

II. Elements of Executive Compensation

Base Salary

Annual base salary is designed to compensate our executives for sustained performanceexecutive officers as part of a total compensation package necessary to attract, retain, and motivate high quality executives. The base salary is intended to provide a minimum level of fixed compensation. While we strive to providecompensation and is established at a reasonable base salary and competitive benefits, ourrate which is significantly below market. Our compensation philosophy allocates a significant portion of compensation to performance-based incentive performance-based compensation.

Base salaries are reviewed annually but are not adjusted frequently. Annual compensation adjustments are more often made through adjustments to incentive compensation, which is variable based on our profitability. The salary column of the Summary Compensation Table below contains the annual base salary earned for 20122014 for each of the executive officers named in the Summary Compensation Table of this proxy.proxy statement (the “named executive officers”).

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Non-Equity Incentive Plan Compensation (“annual incentive compensation”)

C.H. Robinson incentive compensation is designed to reward our executivesexecutive officers for maintaining and growing C.H. Robinson’s earnings. Our annual incentive compensation rewards executives in cash for corporate performance and aligns their interests with those of our shareholders. We reward executivesOur annual incentive compensation is based on our pre-tax earnings. In order to emphasizeAs an indicator of the importance of company profitability as a measure of executive performance, approximately 6769 percent of the total cash compensation earned by our named executivesexecutive officers in 20122014 was non-equityannual incentive compensation.

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Approximately 63 percent of our employees have annual incentive compensation based on the financial results of their office or business unit. Consistent with thatour performance-based compensation approach, and given their broader responsibilities, our named executive officersofficers’ annual incentive compensation is based on overall company pre-tax income before deducting the expense of the executive non-equityannual incentive plan award compensation (“adjusted pre-tax income”)., and where applicable, the pre-tax income of the business for which the named executive officer is responsible. The Compensation Committee approves an individualized incentive compensation plan agreement for each named executive officer prior to the beginning of the calendar year. Annual incentive compensation is calculated based on each executive’s individual incentive agreement. Each award pays varyingpre-determined percentages of adjusted pre-tax income based upon either various ranges of adjusted pre-tax income of the company, orand the group of branches they supervise.business for which the executive officer is responsible, if applicable. Annual incentive compensation begins with the first dollar of profitability and grows as our profits grow. Our annual incentive compensation program distributes annual incentive compensation across various levels of actual profitability and is not based on achievement of pre-established targets.profitability.

While the basic philosophy for calculating annual incentive compensation is the same for all executives, each executive has an individual annual incentive plan compensation agreement. Annual individual incentive compensation opportunity is determined based on the executive’s role, responsibilities, and performance. These compensation agreements are reviewed annually. Total compensation is periodically compared to various executive compensation surveys.

The executive annual incentive compensation agreements allow executives, including the named executive officers, to receive a portion of their incentive compensation in semi-monthly payments. These semi-monthly payments, combined with the base salaries, maintain the performance-based approach consistent with our network offices, and generally align with base salaries seen in the general industry marketplace for similarly sized businesses. The maximum annual amount an executive could elect to receive in semi-monthly payments in 20122014 was the sum of the executive’s 20112013 salary plus the amount of their projected 2011 non-equity2013 annual incentive payoutcompensation (based on the executive’s annual incentive compensation award), multiplied by 60 percent minus the executive’s 20122014 base salary. Executives were required to make their 20122014 semi-monthly payment election before December 31, 2011,2013, and were not allowed to make changes in their elections thereafter. TheWhile these payments are considered compensation and are not subject to forfeiture, even if the amount is not earned based on the executive’s annual compensation award. The Compensation Committee can suspend the semi-monthly payments to an executive during the year.year if it is determined that performance will not be achieved. This approach is consistent with branchour office employee and manager incentive compensation.compensation philosophy. The final annual incentive compensation amounts for 20122014 exceeded the semi-monthly payments for all the named executive officers.

In limited circumstances, portions of these incentives may be guaranteed for some periods due to role transition or other subjective factors. The “Non-Equity Incentive Plan Compensation” column of the SummaryEquity Compensation Table below contains the 2012 annual incentive compensation earned for each of the executive officers named in this proxy.

Equity

We use equity compensation as our primary tool for aligning our executives with long termlong-term shareholder interests, rewarding them for the achievement of overall company performance, and retaining them at C.H. Robinson. Equity compensation for our executives.executive officers is performance based and highly variable based on growth in company earnings. We believe equity compensation is an integral component of meeting our compensation goals as outlined in our compensation philosophy above. Our shareholder-approved Omnibus Stock2013 Equity Incentive Plan is designed to give us flexibility to achieve these objectives. It allows us to grant stock options, restricted stock, restricted stock units, and other types of equity based compensation. Officers,Executive officers, other employees, trusts for the benefit of employees, directors, consultants, and eligible independent contractors of C.H. Robinson may receive equity compensation. An equity pool based on estimated grant date value is established asAs part of the equity determinationcompensation process, with the approval of the Compensation Committee approves the creation of an equity pool for employees other than the executive officers. The pool is based on estimated grant date value. The value of individual awards is determined based on the participant’s role, performance, and total compensation.

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Restricted StockNamed Executive Officer Awards

In 2003,Equity awards made to our named executive officers over the past three years have been in the form of performance shares and performance-based incentive stock options weighted equally by fair value. Given the percentage of their total compensation that is equity, the performance vesting formula that is based solely on growth in company profitability, and the long-term nature of the vesting and delivery, we began periodically issuing performance based restricted stock and restricted stock units. We believe these awards are an effective tool for creating long termlong-term ownership, and aligning our employees’executives’ interests with those of our shareholders. Priorshareholders, and linking executive officer compensation to 2003, we used restricted stock grants occasionally, including a grant in 2000 of 338,984 shares to Mr. Wiehoff that vests in equal annual installments over 15 years.company performance.

Performance Shares

For most of our restricted stock and unitperformance share awards, restricted shares and units are available to vestvesting may occur for up to five calendar years, based on company performance. TheAny performance shares that are unvested at the end of the five years are forfeited back to the company. Over the five-year vesting period of the awards, performance vesting is designed to vest zero to 100 percent of the award, based on the change in earnings per share from the previous year. However, in no case may an award vest more than 100 percent. Additionally, an award may vest zero percent when there is negative year-over-year growth in the established metrics, as was experienced by participants in 2013. For performance share awards granted prior to 2013, the annual vesting percentage for each year is equal to the average of the year–over–year percentage growth in income from operations and diluted net income per share, plus 5 percent. Therefore, if we average our long term growth goal of 15 percent during that five year period, our restricted stock and units will be fully vested by the end of the fifth year. Any shares or units that are unvested at the end of the five years are forfeited back to the company.

Some restricted stock awards were granted in multi-year cycles. During 2009, management recommended topercentage points. In 2013, the Compensation Committee adjusted the equity vesting formula to changebetter align it with the company’s long-range growth plan. The annual vesting percentage for performance share awards granted in 2013 and 2014 is equal to annual equity grants for all recipients. This change aligns the frequency and administration of leader awards with key employee awards and improves our flexibility to annually match award size to role and performance. year-over–year percentage increase (or decrease) in diluted net income per share, plus 10 percentage points.

Our named executive officers and other certain management employees received restricted stockperformance share awards in 2003, 2005, 2008,2011, 2012, and 2013, with vesting commencing in 2012, 2013, and 2014, respectively. Performance shares and performance-based incentive stock options granted in 2009, 2010, 2011, and 2012 withvested 17 percent; those granted in 2013 vested 25 percent based on the vesting commencing in 2003, 2006, 2009, 2010, 2011, 2012formulas noted above. Performance share and 2013 respectively. Restricted shares granted to active employees of this group are in the Deferred Compensation Plan, a non-qualified deferred compensation plan. Performance based restrictedperformance-based incentive stock vested 24 percent in 2012. This calendar year restricted stockoption annual vesting percentage information is set forth in the following table:

The equityOur performance share awards grantedhave post vesting holding restrictions. For awards made to executives and certain managers in December 2012 included a mix of restricted stock and stock options. The vesting criteria is the same as described previously (the annual vesting percentage is the average of the year–over–year percentage growth in income from operations and diluted net income per share plus five percent) and the restricted shares and stock options are available to vest for up to five calendar years, based on company performance.

The stock award column of the Summary Compensation Table contains the fair value for financial reporting purposes of the restricted stock granted for each of the named executive officers. Details regarding these awards for the named executive officers can be found in the Grants of Performance Based Awards table.

For our executives, delivery of the vested shares for the 2003 award, which are held in the non-qualified Deferred Compensation Plan, begins six months after termination of employment, and the shares are delivered in five equal annual installments. For the 2005 award, shares were delivered on January 31, 2013. For awards made in 2008, 2009 2010, 2011, and 2012,through 2014, delivery of the vested shares occurs on the earlier of two years after

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termination of employment or January 2016, January 2017, January 2018, January 2019, January 2020, and January 2021, respectively.after two years following the end of the five-year vesting period. However, the executivesofficers were allowed the option to elect differenta later delivery of the vested shares before vesting begins.shares.

DividendsDividend equivalents are paid to participants in cash on all restrictedperformance shares, vested or unvested, exceptunvested. Dividend equivalents provide an important link between the executive’s stake in the company and its long-term health. It also better aligns them with our shareholders who historically have received between 40 and 50 percent of company earnings in the form of dividends. A 2000 award of 338,984 deferred shares to Mr. Wiehoff’s 2000 restricted stock award,Wiehoff, which time vests ratably over 15 years, uses the dividendsdividend equivalents to purchase additional deferred shares. The dividendsdividend equivalents paid to participants on restrictedperformance shares are considered wages by the Internal Revenue Service until the shares are delivered to the participant. Dividends paid on unvested restricted equity awards for the last three years for the named executive officers are disclosed in the Dividends Paid on Unvested Restricted Shares of Stock footnotes below.

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The fair value of each share-based payment award is established on the date of grant. For grants of restrictedperformance shares and restricted stock units, the fair value is established based on the market price of our common stock on the date of the grant, discounted for post-vesting holding restrictions. The discount onFor grants of performance-based incentive stock options, the restricted share and unit grants, calculatedfair value is established using the Black-ScholesBlack Sholes option pricing model, are as follows:model.

The determination of the fair value of share-based awards is affected by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate, and expected dividends. The fair value of performance shares and restricted stock and units is expensed as they vest.

As noted above, the company awards equity to a significant portion of its workforce. For awards of restricted stock units made in 2012 to certain supervisory and non-management equity recipients worldwide, terms of the awards were modified from previous performance based grants to incorporate time/service-based vesting.

Stock Options

C.H. Robinson awarded stock options from 1997 to 2003. After receiving Board or Compensation Committee approval for the grants, the grant date for those awards was based on the date the company finalized the list of recipients and amounts of awards. Our Omnibus Stock Plan allows the grant of bothperformance-based incentive stock options intended to qualify for preferential tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), and nonqualified stock options that do not qualify for such treatment. In order to encourage option exercises and share ownership, these grants permitted the exercise of options using shares of our common stock to pay the exercise price and withholding taxes, if any. Upon such exercise, we grant the employee a restoration stock option (commonly referred to as a reload option) for the number of shares surrendered. Restoration options are non-qualified options, exercisable at the then-current market price for the remainder of the original option’s term. Additional restoration options are not granted upon the exercise of restoration options. The shareholder-approved 2005 Omnibus Stock Plan amendment eliminated the ability to grant restoration stock options upon the exercise of stock options granted after May 19, 2005 (the effective date

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of the amendment). Other than restoration options, all employee options granted vested 25 percent annually, beginning on the second anniversary date of the option grant, and are available to be exercised for up to 10 years from the date of grant. Options can only be exercised while the executive officer is an employee or subject to a non-competition agreement.

C.H. Robinson again awarded stock options to executives, including the named executive officers, in 2012, 2013, and certain managers in 2011 and 2012.2014. These awards contain performance basedperformance-based vesting terms and conditions identical to the performance based restricted stockshare grants made to our executives. The exercise price for the options was based on the closing price on the date such options were approved by the Board.Compensation Committee. The option awards column of the Summary Compensation Table contains the fair value of these options, as well as any restorationreload options granted under the 1997 Equity Incentive Plans during 2010, 2011, and 2012 to each of the named executive officers. The ability to receive option reloads from grants made in the early 2000s expired in 2012. The fair value was calculated as of the grant date using the Black-Scholes option pricing model. The determination ofOptions that do not vest within the fair value of share-based awards is affectedfive-year performance horizon are cancelled and forfeited by our stock price and a number of assumptions, including expected volatility, expected life, risk-free interest rate, and expected dividends.the participant. Details regarding these awards for the named executive officers can be found in the Grants of Performance Based Awards table.

Equity Plan Acceleration and Post Employment Vesting

We do not have a cash separation pay plan for any employee, including executives. The Compensation Committee has the discretion to accelerate vesting of restricted share and unit awards made during 2003 through 2007 in the case of a change-in-control of the company.named executive officers. Vesting of Mr. Wiehoff’s 2000 restricteddeferred share award explicitly cannot changeaccelerate for any reason, including a change of control. In the case of either death or disability, the award does provide for partial current year vesting (rather than full year vesting) based on the number of whole months in control.the current vesting year as of the date of death or disability divided by 12. These plan characteristics are intended to align participant interests with shareholder interests.

The 2008, 2009, 2010 2011,2012, 2013, and 2012 U.S. Management Restricted Stock2014 performance share award agreements for our named executive officers include provisions to accelerate vesting for change in control, death, or disability for certain management anddisability. Performance-based incentive stock options granted to our named executive awardees. Restricted share awards and stock optionsofficers will vest immediately and may be exercised in full in connection with a change in control. This treatment for restrictedperformance share awards and stock optionsoption awards has been adopted primarily because it is seen to effectively create incentives for our executive team to obtain the highest value possible should we be acquired in the future, because it is expected to provide a powerful retention device during the uncertain times preceding a change in control transaction, and because it provides employees the same opportunity as shareholders to participate in the change in control event. Additionally, the 2008, 2009 and 2010 agreements allow for vesting two years post-employment if the employee adheres to their management employee agreement (see “Employment Agreements” below). For restricted share and option grants in 2011 and 2012, the following post-employment vesting rules, based on age and tenure with the company, have been established:

Post-employment vesting tied to non-compete agreements provides protections to the company and our relationships with our employees, customers, and suppliers. This is the only separation post-termination compensation agreement for managers or executives.

The company’s 2008, 2009, 2010, 2011 For performance share and option grants in 2012, restricted stock unit program agreements include2013, and 2014, the provision for acceleratedfollowing post-employment vesting in the case of death or disability.

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Under the terms of Mr. Wiehoff’s time based restricted stock award, acceleration of vesting does not occur upon a change in control of our company. In the case of either death or disability, the award does provide for partial current year vesting (rather than full year vesting)rules, based on age and tenure with the number of whole months in the current vesting year as of the date of death or disability divided by 12.

The following table lists the potential value of accelerated vesting of unvested restricted stock and stock options upon termination of employment in the case of change in control, death or disability of our named executive officers. The amounts listed are calculated based on the assumption that the named executive officer’s employment was terminated or that a change in control occurred on December 31, 2012, the last day of our reporting year.company, have been established:

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Stock Ownership Requirements

In order to ensure alignment with our shareholders, the Compensation Committee has established stock ownership requirements for our executives.executive officers. The Compensation Committee believes that linking a significant portion of the executive officer’s personal holdings to the company’s success as reflected in the stock price, provides officers a stake similar toaligns our executive’s interests with that of our shareholders. Therefore, executive officers are expected to acquire and hold a significant amount of C.H. Robinson stock. The Compensation Committee has established stock ownership requirements based on all shares of company stock deemed owned by an executive officer, includingwhich includes vested stock options, stock obtainedheld in the company 401(k) Plan, vested and unvested restricted stockperformance shares and restricted stock units, and stock beneficially owned by the officer, including owned in a trust, by a spouse, or by dependent children, for our executive officers. The requirements are:

New officers are expected to meet their ownership requirement within five years of being named an executive officer. As of the end of 2012,2014, all the executive officers who have been with the company for at least five years had met their ownership requirements.

Employment Agreements

C.H. Robinson uses employment agreements to protect us from former employees soliciting our employees, customers, and suppliers. All employees sign agreements acknowledging their understanding of company policies and committing to confidentiality. Additionally, incentive-eligible sales employees sign an agreement

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with a more specific non-solicitation clause. Certain employees, including all executives, sign a management employment agreement that includes a more restrictive non-competition and non-solicitation covenant. These agreements do not commit to post-termination compensation. The company does not have severance plan commitments to any named executive officers, except for the continued vesting provision listed above in the Equity Plan Acceleration and Post EmploymentPost-Employment Vesting section which appliessection.

Officer-Only Benefits

C.H. Robinson places a high value on all roles throughout our company and on consistency of culture and management approach. For that reason, we only provide our executives and managers with unique perquisites and compensation plans when it is essential to certain managerour goal to attract and executive 2008, 2009, 2010, 2011,retain high quality executives and 2012 restricted stock awardees. Additionally, our restricted stockmanagers. The only executive-specific benefit arrangements and stock option agreements may allow for the acceleration of vesting and delivery upon a changeperquisites in control. Restricted stock grants prior to 2008 accelerate at the discretion2014 were:

The “Supplemental All Other Compensation” table contains information about each of the Compensation Committee. For grantsofficer-only benefits for each of shares and options from 2008the executive officers named in this Proxy Statement.

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Other Broad-Based Employee Benefits

Our named executive officers are eligible to present, outstanding unvested shares and options automatically vest and deliver upon a defined changeparticipate in control.all of the same benefit programs as other C.H. Robinson employees. These include:

Employee 401(k) Retirement Plan

We believe that saving for retirement is important for our employees. C.H. Robinson maintains a 401(k) retirement plan that meets the requirements of an ERISA qualified plan and the Internal Revenue Code. Our U.S. employees are eligible to contribute up to 50 percent of their cash compensation to the 401(k) plan, subject to Internal Revenue Service limitations. To support our compensation objectives, the company currently matches 100 percent of the first 4 percent of eligible compensation that employees contribute to the plan during the year.

In addition,2014, the company has historically made a discretionary profit sharing contribution to the 401(k) plan for all eligible employees, including those who do not contribute to the 401(k) plan. For 2012, the company contributed an additional 2 percent of every eligible employee’s cash compensation into his or her account in the plan, for a total of 6 percent for those employees also contributing at least 4 percent of their cash compensation to the plan. Employees control their investment decisions for money in their 401(k) account. Investment in company stock is one of the investment options. There are no requirements to hold any amount of company stock in the 401(k) plan, nor are there any restrictions on changing an investment election from company stock to another investment choice. Employees may not transfer balances from other investments into company stock.

Employees of our U.S. companies who regularly work more than 20 hours per week become eligible for the 401(k) match on the first day of the month following 30 days of employment. Most employees of our U.S. companies become eligible for the profit sharing contribution on the first January 1 or July 1 after one year of continuous service. Eligible employees who are employed at the end of each year are awarded a percentage of their eligible cash compensation. Management determines the contribution percentage based on the company’s financial performance. This award is placed into the 401(k) plan as a profit sharing contribution. The “Registrant Contributions to Defined Contributions” column of the Supplemental All Other Compensation Table lists the company contributions for each of the named executive officers.

Employee Stock Purchase Plan (ESPP)

Because we believe in aligning employee interests with our shareholders and our long-term company performance, C.H. Robinson maintains an employee stock purchase plan (ESPP) that meets the requirements of an ERISA qualified plan and the Internal Revenue Code. At the end of each quarter, dollars contributed to the plan by employees are used to purchase shares of C.H. Robinson stock from the company. The employees pay 85Approximately 53 percent of the closing price for our company’s stock on the last day of the quarter. The shares are placed into a brokerage account shortly after the end of each quarter and are available for sale by theeligible employees as soon as the shares areparticipate in the account. Eligible employees can set aside up to 10 percent of their compensation but no more than $10,000 during any calendar year for ESPP purchases. Employees who regularly work more than 20 hours per week become eligible to contribute money to the employee stock purchase plan on the first January 1 or July 1 after one year of continuous service. Eligible employees can change their contribution election on a quarterly basis.plan. The “Discounted Securities Purchases” column of the Supplemental All Other Compensation Table lists the company contributions for each of the named executive officers.

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Employee Health and Welfare Benefits

To support our goal to provide competitive compensation and benefits, the company sponsors a number of health and welfare benefit plans for our employees: health, dental, vision; flexible medical and dependent care spending; short term disability and long term disability; life insurance; and holiday and vacation time.other paid time off. Where applicable, plans meet the qualified plan requirements of ERISA and Internal Revenue Code.

Officer-Only Benefits

C.H. Robinson places a high value on all roles throughout our company and on consistency of culture and management approach. For that reason, we only provide our executives and managers with unique perquisites and compensation plans when it is essential to our goal to attract and retain high quality executives and managers. The only executive-specific perquisites in 2012 were:

The “Supplemental All Other Compensation” table contains information about each of the officer-only benefits for each of the executive officers named in this Proxy Statement.

III. Compensation Process

The Compensation Committee

The Compensation Committee is responsible for assisting the Board of Directors in:

The Compensation Committee held four meetings during 2012.2014. The Compensation Committee Report on executive compensation is found on page 3431 of this Proxy Statement.

Cash Compensation

Prior to the beginning of each calendar year, our chief executive officer presents to the Compensation Committee his recommendations on cash compensation for the company’s executive officers reporting to him, including each of the other named executive officers. Mr. Wiehoff does

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not make a recommendation on his own

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compensation. The Compensation Committee determines the chairman and chief executive officer’s compensation, as well as approves the compensation for the other named executive officers. Periodically, as part of the compensation design process, the

The Compensation Committee consultsconsiders many factors when setting compensation plans and awards, including company performance, executive officer responsibilities, officer performance, position tenure, experience, and survey study information from independent experts. In 2005 and 2007,For the past three years, the Compensation Committee engaged AonHewitt, an independent, nationally recognized and reputable human resources consulting firm,Aon Hewitt to present various executive compensation surveyssurvey information to the Compensation Committee in preparation for determining and approving executive compensation decisions. The consultant is independent undercompensation. Typically, the rules established by the Securities and Exchange Commission. The surveys included the compensation elements of salary, incentive compensation, and equity compensation, both separately and combined. The report includedCompensation Committee reviews general industry surveys and proxybenchmark data from trucking, transportation, and services companies. Since there is not an evident group of peer companies, these surveys were averaged. The compensation data derived from these surveys has been usedevery two to generally inform the Compensation Committee’s decisions on base salary, annual cash incentives, long-term equity incentives and allocations between these three components of total direct compensation.years, as provided by Aon Hewitt. The Compensation Committee has not, however, established specificdoes periodically plan to seek independent consultative input and consideration of the company’s executive compensation, parameters for each position based onas it continues to assess the survey data. The consulting firm provided the survey data and explained the data and reports to the Committee. The data was used to determine the market reference points for our chiefcompany’s executive officer chief financial officer, and othercompensation philosophy.

Equity Compensation

In 2014, our named executive officers for consideration when determining their total cash and total direct compensation. In 2012, the Compensation Committee conducted a similar survey where it considered how to set 2013 compensation. We believe that conducting the study every two or three years is sufficient given the compensation philosophy which weighs other factors such as performance, responsibilities, position tenure, and experience more heavily than market comparisons when setting compensation plans. Fees for AonHewitt did not exceed $120,000 during the 2012.

Equity Compensation

C.H. Robinson has consistently issued equity compensation awards since its initial public offering in October of 1997. Prior to November 2003, the company awarded stock options. In 2003, we moved to performance based restricted share and unit awards. In 2012, executives and certain managers were awarded performance based restricted shares and performance basedperformance-based stock options.

Our chief executive officer presents equity recommendations to the Compensation Committee for our executive officers, excluding himself. The Compensation Committee determines the chairman and chief executive officer’s equity compensation award. The Compensation Committee approves the award levelsawards for each of the executive officers and approves the equity to be grantedgrants to all other recipients through the Non-Executive Stock Award Committee. The grant date of awards for all employees, including the executive officers, is the date of Compensation Committee approval. For grants of restricted shares and restricted units, the fair value is established based on the closing market price on the date of the grant, discounted for post-vesting holding restrictions. For stock options, the fair value is established based on the Black Scholes valuation formula.

IV. Named Executive Compensation

Realized Annual Compensation

C.H. Robinson views total realized annual compensation as total cash (base salary and annual incentive compensation) plus vested equity during that calendar year. As described in the equity compensation section above, the equity compensation of our executive officers is performance based and has significant variability based on company earnings growth. Because performance equity may not vest, we think it is most appropriate to measure total compensation in this way. In the Total 2014 Realized Annual Compensation table for each named executive officer below, the values in the “Equity Earned” column reflect the actual percentage vested during the calendar year multiplied by the grant date value for the awards vesting during each year.

Chairman and Chief Executive Officer Performance Evaluation and Compensation

John P. Wiehoff, Chairman, President and Chief Executive Officer

The Compensation Committee annually conducts an evaluation of the chairman and chief executive officer’s performance. Based on this evaluation, the Compensation Committee determines base salary, incentive compensation, and equity compensation of the chairman and chief executive officer.

The Compensation Committee set John P. Wiehoff’s base salary at $410,000 in 2012, $410,000 in 2011,2014, 2013, and at $400,000 in 2008, 2009, and 2010 (as described above, base salaries are reviewed but2012. He did not necessarily adjusted annually).elect to receive semi-monthly payments. In 2012,2014, Mr. Wiehoff earned non-equityannual incentive compensation of $1,589,318$1,553,083 which was paid in cash on January 31, 2013.30, 2015. The amount was calculated based on his annual incentive compensation award,agreement, as described in Section II above. Mr. Wiehoff’s annual incentive compensation payment awarded compensation for achieving

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adjusted pre-tax income in certain ranges. The growthincrease in 20122014 incentive compensation compared to 20112013 was primarily the result of an increase of approximately 4.07.7 percent in our company’s adjusted pre-tax income in 20122014 compared to 2011.2013. The table below shows how Mr. Wiehoff’s non-equityannual incentive compensation would have varied at other levels of 20122014 adjusted pre-tax income growth or decline compared to 2011.2013.

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Incentive Compensation and Adjusted Pre-Tax Income Variance: John P. Wiehoff

Mr. Wiehoff was granted 29,170 restricted shares during 2010, 18,600 restricted shares during 2011, and 30,770 restricted shares during 2012 pursuant to the Omnibus Stock Plan. Mr. Wiehoff was also granted 63,380 stock options during 2011 and 109,900 stock options during 2012 pursuant to the Omnibus Stock Plan. The grant value of the 2011 award which began vesting in 2012, was 8 percent greater than the 2010 award value. The increase recognizes performance and aligns total direct compensation closer to peer benchmarks while remaining consistent with performance based reward practices and shareholder interests. Restricted shares granted in 2010, 2011 and 2012 are in the Deferred Compensation Plan and are available to vest over five calendar years, beginning in 2011, 2012, and 2013 respectively. As described in Section II above, our executive compensation program is designed to allocate a significant portion of compensation to performance-based incentive compensation, which is paid based on company profitability. Annual incentive compensation begins with the vesting percentage for each year is equalfirst dollar of profitability and grows as our profits grow. In conjunction with this philosophy, our base salaries are set significantly below market.

Total 2014 Realized Annual Compensation: The table below illustrates John Wiehoff’s total realized compensation in 2014 of $4,412,002, an increase of 97.6 percent over 2013.

In December 2014 and pursuant to the average2013 Equity Incentive Plan, Mr, Wiehoff was granted 28,320 performance shares and 119,620 performance-based incentive stock options with a combined grant date fair value of the year–over-year percentage growthapproximately $3.46 million, an increase of 15.3 percent over his 2013 grant date fair value. These shares and options are available to begin vesting in income from operations and diluted net income per share, plus 5 percent. Any shares that are unvested at the end of the five years are forfeited back to the company. Restricted shares granted in 2010 vested 17 percent in 2011 and 24 percent in 2012 based on this formula. Restricted shares granted in 2011 vested 24 percent in 2012 based on this formula. When setting Mr. Wiehoff’s 2013 cash compensation and equity awards, the Compensation Committee considered various factors including Mr. Wiehoff’s current compensation to market, his demonstrated performance, the performance report submitted by Mr. Wiehoff to the Compensation Committee, and the increase in Mr. Wiehoff’s responsibilities during 2012.2015.

Other Named Executive Officers Performance Evaluation and Compensation

Each of the other named executive officers is paid the same types of compensation elements as the chairman and chief executive officer. The determination of the other named executive officers’ 20122014 base salary, incentive compensation award, and equity compensation followed the policiespractices explained above for executive compensation. Each member of this group is evaluated and their compensation is based on a number of different factors including, but not limited to, the following:

Chad M. Lindbloom, Senior Vice PresidentChief Information Officer and Interim Chief Financial Officer

Chad M. Lindbloom’s base salary was $270,000 in 2012, $270,000 in 20112014, 2013, and $260,000 during 2008, 2009, and 2010 (as described above, base salaries are reviewed periodically but not necessarily adjusted annually).2012. Mr. Lindbloom elected to receive semi-monthly payments of his annual incentive compensation during 2012.2014. He earned non-equity annual incentive compensation of $467,795$505,642 for 2012;2014; $156,000 was paid in semi-monthly payments and the balance was paid in cash on January 31, 2013.30, 2015. Mr. Lindbloom’s annual incentive compensation awardagreement compensated him for the company achieving adjusted pre-tax earnings in certain ranges. The growthincrease in 20122014 incentive compensation

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compared to 20112013 was primarily the result of an increase of approximately 4.07.7 percent in our company’s adjusted pre-tax income in 20122014 compared to 2011.2013. The table below shows how Mr. Lindbloom’s non-equityannual incentive compensation would have varied at other levels of 20122014 adjusted pre-tax income growth or decline compared to 2011.2013.

Incentive Compensation and Adjusted Pre-Tax Income Variance: Chad M. Lindbloom

As described in Section II above, our executive compensation program is designed to allocate a significant portion of compensation to performance-based incentive compensation, which is paid based on company profitability. Annual incentive compensation begins with the first dollar of profitability and grows as our profits grow. In conjunction with this philosophy, our base salaries are set significantly below market.

Total 2014 Realized Annual Compensation: The table below illustrates Chad Lindbloom’s total realized compensation in 2014 of $1,365,385, an increase of 86 percent from 2013.

Mr. Lindbloom was granted 8,920 restricted6,880 performance shares and 29,050 performance-based incentive stock options in 2010, 5,580 in 2011, and 7,700 in 20122014 pursuant to the Omnibus Stock2013 Equity Incentive Plan. Mr. LindbloomThe grant date fair value of these awards was also granted 19,020 stockapproximately 12 percent greater than those he received in 2013. These shares and options during 2011 and 27,480 stock options during 2012 pursuantare available to the Omnibus Stock Plan.begin vesting in 2015.

James P. Lemke, Senior Vice President of Robinson Fresh

James P. Lemke’s base salary was $210,000 in 2012, $210,000 in 20112014, 2013, and $200,000 in 2009, and 2010.2012. Mr. Lemke elected to receive semi-monthly payments during 2012.2014. He earned non-equityannual incentive compensation of $497,795$468,864 in 2012; $204,0002014; $202,336 was paid in semi-monthly payments and the balance was paid in cash on January 31, 2013. In 2011, Mr. Lemke’s non-equity incentive compensation was based on the adjusted earnings of the offices he supervised. For 2012, his non-equity incentive compensation was based on company-wide adjusted pre-tax income identical to the other named executives.30, 2015. This resulted in a year-over-year increase of approximately 3.40.20 percent in Mr. Lemke’s non-equityannual incentive compensation. The table below shows how Mr. Lemke’s non-equityannual incentive compensation would have varied at other levels of 20122014 adjusted pre-tax income growth or decline of the company’s pre-tax earnings compared to 2011.2013 for his assigned businesses and regions.

Incentive Compensation and Adjusted Pre-Tax Income Variance: James P. Lemke

As described in Section II above, our executive compensation program is designed to allocate a significant portion of compensation to performance-based incentive compensation, which is paid based on company profitability. Annual incentive compensation begins with the first dollar of profitability and grows as our profits grow. In conjunction with this philosophy, our base salaries are set significantly below market.

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Total 2014 Realized Annual Compensation: The table below illustrates James Lemke’s total realized compensation in 2014 of $1,213,771, an increase of 79% over 2013.

Mr. Lemke was granted 8,110 restricted5,670 performance shares during 2010, 5,350and 23,930 performance-based incentive stock options in 2011, and 6,670 in 20122013 pursuant to the Omnibus Stock2014 Equity Incentive Plan. The $692,000 grant date fair value of these awards was an increase of 6.5 percent over those he received in 2013. These shares and options are available to begin vesting in 2015.

Stéphane D. Rambaud, President of Global Freight Forwarding

Stéphane D. Rambaud joined C.H. Robinson in November of 2012 as a result of the acquisition of Phoenix International Freight Services, Ltd., where he was its president and chief executive officer. Pursuant to the purchase agreement between the company and Phoenix International, Mr. LemkeRambaud’s 2013 base salary was also granted 18,220established at $700,000. He earned annual incentive compensation for 2014 of $623,786. Mr. Rambaud elected to receive a portion of his incentive compensation award as semi-monthly payments during 2014 and received $490,000 in semi-monthly payments, with the balance paid in cash on January 30, 2015. Mr. Rambaud’s 2014 incentive award was based upon pre-tax earnings for the company and the achievement of pre-tax earnings generated by the offices for which he had management responsibility during 2014.

Incentive Compensation and Adjusted Pre-Tax Income Variance: Stéphane Rambaud

As described in Section II above, our executive compensation program is designed to allocate a significant portion of compensation to performance-based incentive compensation, which is paid based on company profitability. Annual incentive compensation begins with the first dollar of profitability and grows as our profits grow. In conjunction with this philosophy, our base salaries are set significantly below market.

Total 2014 Realized Annual Compensation: The table below illustrates Stéphane Rambaud’s total realized compensation in 2014 of $1,008,035, a 31 percent increase over 2013.

In 2014, Mr. Rambaud received 6,480 performance shares and 27,350 performance-based incentive stock options during 2011 and 23,810 stock options during 2012 pursuant to the Omnibus Stock2013 Equity Incentive Plan. The grant date fair value of these awards represented a 13 percent increase in award value year-over-year. These shares and options are available to begin vesting in 2015.

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Scott A. Satterlee, Senior Vice President of North American Surface Transportation

The base salary for Scott A. Satterlee was $210,000 in 2012, $210,000 in 2011,2014, 2013, and $200,000 in 2009 and 2010.2012. He earned non-equity annual incentive compensation for 20122014 of $583,727.$605,116. Mr. Satterlee elected to receive a portion of his incentive compensation award as semi-monthly payments during 20122014 and received $252,600$249,719 in semi-monthly payments, with the balance paid in cash on January 31, 2013.30, 2015. The executives’ 2012 non-equity incentive compensation was awarded for achieving adjusted pre-tax earnings. The 2012 non-equity2014 annual incentive compensation awards exceeded the 2011 awardsincreased compared to 2013 award due to the approximately 4.07.7 percent growth ofincrease in pre-tax earnings for the company.company and growth in the North American Surface Transportation division for which he has management responsibility. The table below shows how Mr. Satterlee’s non-equityannual incentive compensation would have varied at other levels of 20122014 adjusted pre-tax income growth or decline of the company. Prior to 2012, Mr. Satterlee’s non-equity incentive compensation was based on a subset of offices for which he had management responsibility.

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Incentive Compensation and Adjusted Pre-Tax Income Variance: Scott A. Satterlee

As described in Section II above, our executive compensation program is designed to allocate a significant portion of compensation to performance-based incentive compensation, which is paid based on company profitability. Annual incentive compensation begins with the first dollar of profitability and grows as our profits grow. In conjunction with this philosophy, our base salaries are set significantly below market.

Total 2014 Realized Annual Compensation: The table below illustrates Scott Satterlee’s total realized compensation in 2013 of $1,455,874, an increase of 93% over 2013.

In 2010 and 2011,2014, Mr. Satterlee received 10,5407,280 performance shares and 6,980 restricted shares respectively. In 2012, Mr. Satterlee received 8,210 restricted shares. He was granted 23,77030,760 performance-based incentive stock options during 2011. In 2012, Mr. Satterlee received 29,210 stock options. All grants were made pursuant to the Omnibus Stock2013 Equity Incentive Plan. The grant date fair value of these awards represented an 18.7 percent increase in award value year-over-year. These shares and options are available to begin vesting in 2015.

Mark A. Walker, Senior Vice President

Mark A. Walker’s base salary was $210,000 in 2011 and 2012, and $200,000 in 2009 and 2010. Mr. Walker also earned non-equity annual incentive compensation for 2012 of $533,727. Mr. Walker elected to receive a portion of his incentive compensation award as semi-monthly payments during 2012 and received $252,600 in semi-monthly payments with the balance paid in cash on January 31, 2013. Mr. Walker’s 2012 non-equity incentive compensation was awarded for achieving company-wide adjusted pre-tax earnings. The 2012 non-equity incentive compensation award exceeded the 2011 awards because of the growth in company adjusted earnings. The growth in 2012 incentive compensation compared to 2011 was primarily the result of an increase of approximately 4.0 percent in the adjusted earnings of the company. The table below shows how Mr. Walker’s non-equity incentive compensation would have varied at other levels of 2012 adjusted pre-tax income growth or decline compared to 2011. Prior to 2012, Mr. Walker’s non-equity incentive compensation was based upon the earnings of a subset of offices which he supervised.

Incentive Compensation and Adjusted Pre-Tax Income Variance: Mark A. Walker, Senior Vice President

In 2010, 2011, and 2012, Mr. Walker received 8,110, 4,650, and 5,130 restricted shares, respectively, through grants made pursuant to the Omnibus Stock Plan. Mr. Walker was also granted 15,850 stock options during 2011 and 18,320 during 2012, each such stock options grant made pursuant to the Omnibus Stock Plan.

Section 162(m) Disclosure

Section 162(m) of the Internal Revenue Code generally limits the corporate deduction for compensation paid to each “covered employee” to $1.0 million, unless the compensation qualifies as “performance-based compensation” under the Code. For purposes of Section 162(m), the group of covered employees consists of a company’s chief executive officer and its three other most highly compensated executive officers, other than the chief financial officer. The Compensation Committee retains the discretion to provide compensation to the company’s covered employees that may not qualify as performance-based for purposes of Section 162(m) and therefore may not be tax deductible, and believes that the amount of any expected loss of a tax deduction under Section 162(m) will not have a material impact on the company’s overall tax position. The Committee reviewed the potential consequences for the company of Section 162(m) and believes that this provision did not affect the deductibility of compensation paid to our executive officers in 2011. The adoption by the shareholders at the 2010 Annual Meeting of the 2010 Non-Equity Incentive Plan and the amended and restated Omnibus Stock Plan permits the company to issue compensation that qualifies as “performance-based compensation.”

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Summary Compensation Table

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Supplemental All Other Compensation Table