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): December 15, 2022

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 Symbol(s)	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 15, 2022, James Barber 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. Mr. Barber is the former Chief Operating Officer of United Parcel Service, Inc. (“UPS”) (NYSE: UPS), one of the world’s largest package delivery companies, from March 2018 to January 2020. Mr. Barber began his career as a package delivery driver for UPS. He then spent over thirty years at UPS holding roles of increasing responsibility including as President of UPS International, from May 2013 to February 2018, President of UPS Europe, from July 2011 to April 2013, District Manager, from January 2006 to July 2011, Region and District Controller, from June 1993 to December 2005, Accounting Manager, from January 1989 to May 1993, and Accounting Billing Supervisor, from June 1984 to December 1989.

A copy of the press release announcing Mr. Barber’s appointment to the board is furnished as Exhibit 99.1 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

EXHIBIT NUMBER
99.1	Press Release dated December 16, 2022 of C.H. Robinson Worldwide, Inc.
104	The cover page from the Current Report on Form 8-K formatted in Inline XBRL

2

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 16, 2022	By:	/s/ Ben G. Campbell
		Ben G. Campbell Chief Legal Officer and Secretary

3

EX-99.1

Exhibit 99.1

C.H. Robinson Names Jim Barber to Board of Directors

Minneapolis, MN, December 16, 2022 — C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (Nasdaq: CHRW) announced today that its Board of Directors has appointed Jim Barber as a new director. Mr. Barber retired as the Chief Operating Officer for United Parcel Service (“UPS”) in January 2020. In this role, he was responsible for international operations, U.S. operations, freight forwarding, distribution and logistics, freight brokerage, customs brokerage and more. Prior to his appointment as COO, Jim served as President of UPS International from 2013-2018, where he had responsibility for distribution, forwarding, small-package delivery, brokerage, customs compliance, and UPS’s other service offerings in more than 220 countries and territories outside the U.S.

“We are excited to have Jim 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. “Jim’s background and expertise from 35 years in the transportation and logistics industry will be an asset for our Board. His deep background driving innovative operating models, as well as delivering a great customer experience for both businesses and consumers will serve our company and shareholders well.”

Barber, 62, currently sits on the Board of Directors at US Foods, Inc., serving in this capacity since May 2022, and is a member of US Food’s Compensation and Human Capital Committee. Barber previously served on the boards of UNICEF USA and the Folks Center for International Business at the University of South Carolina. He earned a Bachelors degree in Finance from Auburn University.

“Jim brings a wealth of experience in managing and growing a global, integrated transportation business, as well as delivering a great customer experience,” said Bob Biesterfeld, President and CEO of C.H. Robinson. “We look forward to benefitting from his expertise as we continue to advance our strategic initiatives.”

“I am honored to join C.H. Robinson’s Board of Directors,” said Jim Barber. “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 $28 billion in freight under management and 20 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 100,000 customers and 85,000 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).

FOR INVESTOR INQUIRIES, CONTACT:	FOR MEDIA INQUIRIES, CONTACT:
Chuck Ives, Director of Investor Relations	Duncan Burns, Chief Communications Officer
Email: chuck.ives@chrobinson.com	Email: PublicRelations@chrobinson.com

Source: C.H. Robinson

CHRW-IR

XML

Document and Entity Information	Dec. 15, 2022
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	Dec. 15, 2022
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