Exhibit 99.1
C.H. Robinson Advances Ongoing Refresh of its Board of Directors Through the Appointments of Jay
Winship and Henry Maier
Forms Capital Allocation and Planning Committee to Support Ongoing Efforts to Enhance Value for
Shareholders and Stakeholders
Reaches Cooperation Agreement with Shareholder Ancora
EDEN PRAIRIE, Minn. – February 28, 2022 – C.H. Robinson Worldwide, Inc. (Nasdaq: CHRW) (“C.H. Robinson” and the “Company”) today announced that it has advanced the ongoing refresh of its Board of Directors (the “Board”) through the appointments of Jay Winship and Henry Maier as independent directors. In addition, the Board is conducting a search for a third new independent director candidate, who is expected to be nominated for election at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”). Following the Annual Meeting and the election of the third new director, C.H. Robinson’s Board will comprise 11 directors, 10 of whom will be independent.
Scott P. Anderson, Chairman of the Board of C.H. Robinson, commented: “The C.H. Robinson Board is committed to ongoing refreshment and ensuring that its directors have the qualifications and experience to help the Company’s continued growth and strategic execution. Jay and Henry will bring valuable capital markets, corporate governance and logistics expertise to the Board, and we are confident that C.H. Robinson and its shareholders will benefit greatly from their perspectives and insights.”
Bob Biesterfeld, President and Chief Executive Officer of C.H. Robinson, added: “Jay and Henry bring proven records of helping to grow businesses, as well as relevant experience in areas that are of strategic importance to C.H. Robinson, including transportation, logistics, technology and governance. I am confident that our new directors will help advance our unwavering efforts to drive long-term shareholder value as we continue to invest and grow across our business in support of our customers.”
In addition, C.H. Robinson’s Board will form a Capital Allocation and Planning Committee, which will objectively assess value creation opportunities, make recommendations to the Board and support management’s review of the Company’s capital allocation, operations and strategy, including enhanced transparency and disclosures to shareholders. The four-member committee will be chaired by Mr. Winship and initially include Messrs. Anderson, Biesterfeld and Maier.
In connection with today’s announcement, the Company has entered into a cooperation agreement with Ancora Holdings Group, LLC, its investment advisor affiliates and the other individuals in its shareholder group (collectively, “Ancora”). Ancora has agreed to support the Board’s full slate of directors at the Annual Meeting. In addition, Ancora has agreed to customary standstill, voting and other provisions. The complete agreement will be filed on Form 8-K with the U.S. Securities and Exchange Commission.
Fred DiSanto, Chairman and Chief Executive Officer of Ancora, concluded: “We appreciate the collaborative dialogue we have had with C.H. Robinson’s Board and leadership team and are pleased to reach this agreement for the benefit of all shareholders. C.H. Robinson is an outstanding company with premier assets in the increasingly vital transportation and logistics industry. We believe the expertise provided by our new designees and the focus of the Board’s newly established committee will help improve C.H. Robinson’s profitable growth and return on investment and enhance shareholder value creation.”
