Director Henry W. “Jay” Winship exits C.H. Robinson (CHRW) board

Rhea-AI Filing Summary

C.H. Robinson Worldwide reported that board member Henry W. “Jay” Winship resigned from its Board of Directors effective August 25, 2025. The company stated that his resignation was not due to any disagreement related to its operations, policies, or practices, indicating a routine governance change rather than a dispute-driven departure.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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: August 25, 2025

(Date of earliest event reported)

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-23189

Delaware

41-1883630

(State or other jurisdiction of incorporation or organization)

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

14701 Charlson Road

Eden Prairie, Minnesota 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(s)			Name of each exchange on which registered
Common Stock, $0.10 par value			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 August 25, 2025, Henry W. “Jay” Winship resigned from the Board of Directors of C.H. Robinson Worldwide, Inc. (the “Company”), effective immediately. Mr. Winship’s resignation was not due to a disagreement on any matter relating to the Company’s operations, policies or practices.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Number			Description
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: August 27, 2025

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

FAQ

What did C.H. Robinson (CHRW) disclose in this 8-K filing?

C.H. Robinson disclosed that director Henry W. “Jay” Winship resigned from its Board of Directors effective August 25, 2025. The company noted the resignation was not due to any disagreement regarding operations, policies, or practices, suggesting a standard governance transition.

When did Henry W. “Jay” Winship resign from C.H. Robinson’s board?

Henry W. “Jay” Winship resigned from C.H. Robinson’s Board of Directors effective August 25, 2025. This date is identified in the report as the earliest event reported, marking the effective timing of this board-level change at the company.

Did Henry W. “Jay” Winship resign from CHRW over a disagreement?

No, C.H. Robinson stated that Henry W. “Jay” Winship’s resignation from its Board of Directors was not due to any disagreement on matters relating to the company’s operations, policies, or practices. This language indicates an orderly and non-controversial director departure.

Which SEC item does C.H. Robinson’s 8-K about the director resignation reference?

The 8-K cites Item 5.02, which covers departures of directors or certain officers, elections of directors, appointments of certain officers, and compensatory arrangements. C.H. Robinson used this item to report Henry W. “Jay” Winship’s resignation from its Board of Directors.

Who signed C.H. Robinson’s 8-K reporting the director resignation?

The report was signed on behalf of C.H. Robinson by Dorothy G. Capers, the company’s Chief Legal Officer and Secretary. The signature date was August 27, 2025, confirming official company authorization of the disclosure about the board resignation.

What exhibit was included with C.H. Robinson’s 8-K on the board resignation?

The filing lists Exhibit 104, described as the cover page formatted in Inline XBRL. This exhibit presentation follows SEC technical reporting requirements and does not add substantive information beyond the primary disclosure about the director’s resignation.