UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
On December 29, 2023, C.H. Robinson Worldwide, Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Ancora Catalyst Institutional, LP and its affiliates party thereto. Pursuant to the terms of the Letter Agreement, the Company’s Board of Directors acknowledged that it will renominate current directors Henry W. “Jay” Winship and Henry J. Maier for election at the Company’s 2024 annual meeting of stockholders, and Ancora agreed that, provided the Company renominates Messrs. Winship and Maier, it will not nominate any individuals for election to the Board, make any other proposals or engage in any solicitation of proxies in connection with the 2024 annual meeting of the Company’s stockholders.
The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement filed as Exhibit 10.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| EXHIBIT NUMBER |
||
| 10.1 | Letter Agreement, dated December 29, 2023, by and among C.H. Robinson Worldwide, Inc., Ancora Catalyst Institutional LP and the other entities and natural persons party thereto. | |
| 104 | The cover page from the Current Report on Form 8-K formatted in Inline XBRL. | |
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 29, 2023 | By: | /s/ Ben G. Campbell | ||||
| Ben G. Campbell | ||||||
| Chief Legal Officer and Secretary | ||||||