8-K

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): September 23, 2020

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)	(I.R.S. Employer Identification No.)

14701 Charlson Road

Eden Prairie, MN 55347

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (952) 937-8500

Not Applicable

(Former name or former address, if changed since 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 Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	CHRW	The 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.

(d) On September 23, 2020, Kermit R. Crawford was elected to the Board of Directors of C.H. Robinson Worldwide, Inc. (the “Company”) effective immediately, filling a new position on the Board of Directors, and he will serve on each of the Governance and Compensation Committees of the Board of Directors. Most recently, Mr. Crawford served as President and Chief Operating Officer at Rite Aid Corporation from October 2017 to March 2019. Prior to his tenure at Rite Aid Corporation, Mr. Crawford served as a healthcare adviser and consultant for Sycamore Partners from 2015 to 2017. Prior to that, he served as Executive Vice President and President of Pharmacy, Health and Wellness for Walgreen Company from 2011 to 2014 and as Executive Vice President and Senior Vice President of Pharmacy Services from 2007 to 2011. Mr. Crawford currently serves on the board of directors for TransUnion and The Allstate Corporation. In connection with his election, Mr. Crawford will be receiving the standard director compensation as referenced in the Company’s proxy statement for its 2020 annual meeting of stockholders.

A copy of the press release announcing Mr. Crawford’s appointment to the board is furnished, but not filed, as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits.

No.	Description
99.1	Press Release dated September 28, 2020
104	The cover page from the Current Report on Form 8-K formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 28, 2020

C.H. ROBINSON WORLDWIDE, INC.
By:	/s/ Ben G. Campbell
	Ben G. Campbell
	Chief Legal Officer and Secretary

EX-99.1

Exhibit 99.1

FOR INVESTOR INQUIRIES, CONTACT:

Chuck Ives, Director of Investor Relations

Email: chuck.ives@chrobinson.com

FOR MEDIA INQUIRIES, CONTACT:

Kelsey Soby, Director of Public Relations

Email: kelsey.soby@chrobinson.com

C.H. Robinson Names Kermit Crawford to Board of Directors

Minneapolis, MN, September 28, 2020 — C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (Nasdaq: CHRW) announced today that its Board of Directors has appointed Kermit Crawford as a new director. Crawford currently sits on the board of directors at TransUnion, serving in this capacity since 2019, and is a member of TransUnion’s Audit and Compliance Committee as well as the Technology, Privacy and Cybersecurity Committee. Crawford has also served on the board of directors for The Allstate Corporation since 2013 and is currently Chair of the Audit Committee, as well as a member of the Risk and Return Committee.

“We are excited to have Kermit join C.H. Robinson’s Board of Directors and look forward to his contributions,” said Scott P. Anderson, Chairman of the Board of C.H. Robinson. “Kermit is a seasoned executive, with more than 30 years of experience in the retail industry. His operating experience at trusted national brands dedicated to providing an excellent customer experience will be an asset for our Board and will serve our company and shareholders well.”

Crawford, 61, served as president and chief operating officer of Rite Aid Corporation from 2017 to 2019. Prior to Rite Aid, he was an operating partner and advisor with private equity firm Sycamore Partners from 2015 to 2017. He previously worked for Walgreens from 1983 to 2014 and he served in multiple roles of increasing responsibility, including executive vice president and president of Pharmacy, Health and Wellness and executive vice president and senior vice president of Pharmacy Services. Crawford holds a Bachelor of Science from The College of Pharmacy and Health Sciences at Texas Southern University.

“Kermit brings a vast array of experiences from his more than 30 years in leadership in a dynamic business sector,” said Bob Biesterfeld, Chief Executive Officer of C.H. Robinson. “His deep background driving innovative operating models, as well as delivering a great customer experience for both businesses and consumers, make him a welcome addition to our Board.”

Crawford has received many honors for his expertise and contributions. Chain Drug Review honored him with the Lifetime Achievement Award in 2014, and Drug Store News presented him with its 2014 Pharmacy Innovator Award. Savoy Magazine named Crawford one of the Top 100 Most Influential Blacks in Corporate America in 2018, and Black Enterprise Magazine named Crawford to its prestigious list of America’s Most Powerful Black Directors in 2018.

“I am honored to join C.H. Robinson’s Board of Directors,” said Kermit Crawford. “C.H. Robinson is a highly regarded market leader known for its customer-centric execution, transformational technology and strong financial performance. I believe the company is well positioned for future success, and I look forward to adding my insights and voice to the board.”

About C.H. Robinson

C.H. Robinson solves logistics problems for companies across the globe and across industries, from the simple to the most complex. With nearly $20 billion in freight under management and 18 million shipments annually, we are one of the world’s largest logistics platforms. Our global suite of services accelerates trade to seamlessly deliver the products and goods that drive the world’s economy. With the combination of our multimodal transportation management system and expertise, we use our information advantage to deliver smarter solutions for our more than 119,000 customers and 78,000 contract carriers. Our technology is built by and for supply chain experts to bring faster, more meaningful improvements to our customers’ businesses. As a responsible global citizen, we are also proud to contribute millions of dollars to support causes that matter to our company, our Foundation and our employees. For more information, visit us at www.chrobinson.com (Nasdaq: CHRW).

Source: C.H. Robinson

CHRW-IR

XML

Document and Entity Information	Sep. 23, 2020
Cover [Abstract]
Entity Registrant Name	C. H. ROBINSON WORLDWIDE, INC.
Amendment Flag	false
Entity Central Index Key	0001043277
Document Type	8-K
Document Period End Date	Sep. 23, 2020
Entity Incorporation State Country Code	DE
Entity File Number	000-23189
Entity Tax Identification Number	41-1883630
Entity Address, Address Line One	14701 Charlson Road
Entity Address, City or Town	Eden Prairie
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55347
City Area Code	(952)
Local Phone Number	937-8500
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.10 per share
Trading Symbol	CHRW
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false