High turnout as C.H. Robinson (NASDAQ: CHRW) holders approve pay and plans

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

C.H. Robinson Worldwide, Inc. held its 2026 annual shareholder meeting virtually on May 7, 2026. Shareholders representing 110,104,789 shares, about 93.4% of the 117,850,413 shares outstanding on the record date, were present in person or by proxy.

All ten director nominees were elected to one-year terms expiring at the 2027 annual meeting. Shareholders also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

They ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 and approved the Amended and Restated 1997 Employee Stock Purchase Plan.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding on record date: 117,850,413 shares Shares represented at meeting: 110,104,789 shares Meeting participation: 93.4% of outstanding shares +3 more

6 metrics

Shares outstanding on record date 117,850,413 shares Record date for 2026 annual meeting

Shares represented at meeting 110,104,789 shares Present in person or by proxy at 2026 meeting

Meeting participation 93.4% of outstanding shares Turnout at 2026 annual meeting

Say-on-pay votes for 96,144,263 votes Advisory approval of executive compensation

Auditor ratification votes for 104,781,578 votes Deloitte & Touche LLP for fiscal year ending Dec. 31, 2026

ESPP approval votes for 100,201,887 votes Amended and Restated 1997 Employee Stock Purchase Plan

Key Terms

non-binding advisory basis, independent registered public accounting firm, Employee Stock Purchase Plan, broker non-vote

4 terms

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Employee Stock Purchase Plan financial

"approved the C.H. Robinson Worldwide, Inc. Amended and Restated 1997 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

broker non-vote financial

"FOR | AGAINST | ABSTAIN | BROKER NON-VOTE"

Understanding 8-K Material Events →

05/11/2026 - 04:05 PM

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: May 7, 2026

(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 5.07 Submission of Matters to a Vote of Security Holders.

Pursuant to notice duly given, the Company held its 2026 Annual Meeting of Shareholders virtually on May 7, 2026 at www.virtualshareholdermeeting.com/CHRW2026 (“2026 Annual Meeting”). The number of outstanding shares on the record date for the 2026 Annual Meeting was 117,850,413 shares. At the 2026 Annual Meeting, 110,104,789 shares, or approximately 93.4% percent of the outstanding shares, were represented in person or by proxy. At the 2026 Annual Meeting, the shareholders of the Company: (1) elected the ten director nominees set forth below to serve one-year terms, expiring at the Company’s 2027 Annual Meeting of Shareholders; (2) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers; (3) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and (4) approved the C.H. Robinson Worldwide, Inc. Amended and Restated 1997 Employee Stock Purchase Plan. The results of the matters voted upon by the shareholders are as follows:

1.Election of Directors


	FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
David P. Bozeman	100,338,210	83,001	43,104	9,640,474
Kermit R. Crawford	98,908,517	1,513,827	41,971	9,640,474
Edward Feitzinger	100,255,907	166,164	42,244	9,640,474
Timothy C. Gokey	100,038,594	383,113	42,608	9,640,474
Mark A. Goodburn	100,031,653	387,724	44,938	9,640,474
Mary J. Steele Guilfoile	96,647,659	3,771,125	45,531	9,640,474
Jodee A. Kozlak	97,415,183	3,003,622	45,510	9,640,474
Michael H. McGarry	99,872,157	548,531	43,627	9,640,474
Paige K. Robbins	100,246,140	174,849	43,326	9,640,474
Paula C. Tolliver	100,244,292	177,143	42,880	9,640,474

2.Approval, on a non-binding basis, of the compensation of the Company’s Named Executive Officers


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
96,144,263	4,145,670	174,382	9,640,474

3.Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026


FOR	AGAINST	ABSTAIN
104,781,578	5,293,541	29,670

4. Approval of the Company's Amended and Restated 1997 Employee Stock Purchase Plan


FOR	AGAINST	ABSTAIN	BROKER NON-VOTE
100,201,887	174,106	88,322	9,640,474

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: May 11, 2026



						C.H. ROBINSON WORLDWIDE, INC.

						By:			/s/ Dorothy G. Capers
									Dorothy G. Capers
									Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What happened at C.H. Robinson (CHRW) 2026 annual shareholder meeting?

C.H. Robinson held its 2026 annual shareholder meeting virtually on May 7, 2026. Shareholders elected ten directors, approved executive pay on an advisory basis, ratified Deloitte & Touche as auditor, and approved the Amended and Restated 1997 Employee Stock Purchase Plan.

How many C.H. Robinson (CHRW) shares were represented at the 2026 meeting?

At the 2026 meeting, 110,104,789 shares were represented in person or by proxy. This equaled approximately 93.4% of the 117,850,413 shares outstanding on the record date, indicating high participation in the company’s governance decisions.

Did C.H. Robinson (CHRW) shareholders approve executive compensation in 2026?

Yes, shareholders approved executive compensation on a non-binding advisory basis. The say-on-pay proposal received 96,144,263 votes for, 4,145,670 against, and 174,382 abstentions, with 9,640,474 broker non-votes recorded on the item.

Which auditor did C.H. Robinson (CHRW) shareholders ratify for 2026?

Shareholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 104,781,578 votes for, 5,293,541 against, and 29,670 abstentions.

Was C.H. Robinson’s Employee Stock Purchase Plan approved in 2026?

Yes, shareholders approved the Amended and Restated 1997 Employee Stock Purchase Plan. The plan received 100,201,887 votes for, 174,106 against, and 88,322 abstentions, with 9,640,474 broker non-votes recorded on this proposal.

How did C.H. Robinson (CHRW) director nominees fare in the 2026 election?

All ten director nominees were elected to one-year terms ending at the 2027 meeting. Each nominee received substantially more votes for than against, with additional abstentions and 9,640,474 broker non-votes reported for each director line.

Filing Exhibits & Attachments

3 documents