UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 20, 2023
C.H. ROBINSON WORLDWIDE, INC.
(Exact name of registrant as specified in its charter)
Delaware | 000-23189 | 41-1883630 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No) |
14701 Charlson Road
Eden Prairie, Minnesota 55347
(Address of principal executive offices and zip code)
(952) 937-8500
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed from last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
Common Stock, par value $0.10 per share | CHRW | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On December 21, 2023, C.H. Robinson Worldwide, Inc. (the “Company”) announced that Michael P. Zechmeister will be departing from his position as Chief Financial Officer of the Company. Mr. Zechmeister will remain with the Company until a successor is appointed or no later than May 31, 2024, at which time Mr. Zechmeister plans to retire. The Company has commenced a search for a successor chief financial officer.
The Talent & Compensation Committee of the Board of Directors approved the payment to Mr. Zechmeister of severance benefits in accordance with the terms of the Company’s Executive Separation and Change in Control Plan and Summary Plan Description in connection with his separation. In addition, Mr. Zechmeister will be entitled to a prorated payout of his target annual cash incentive opportunity for fiscal 2024 (which will be the same as his target opportunity for 2023).
A copy of the press release announcing this transition is filed as Exhibit 99.1 hereto.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
EXHIBIT NUMBER | ||
99.1 | Press Release dated December 21, 2023. | |
104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL. |
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| C.H. ROBINSON WORLDWIDE, INC. | |||||
Dated: December 21, 2023 | By: | /s/ Ben G. Campbell | ||||
|
| Ben G. Campbell Chief Legal Officer and Secretary |
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