Form 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): 05/10/2012

 

 

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)

  

(IRS Employer

Identification No.)

14701 Charlson Road, Eden Prairie, MN 55347

(Address of principal executive offices, including zip code)

952-937-8500

(Registrant’s telephone number, including area code)

(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))

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Annual Meeting of Shareholders of C.H. Robinson Worldwide, Inc. (the “Company”) held on May 10, 2012, the Company’s shareholders approved an amendment and restatement of the Certificate of Incorporation of the Company to eliminate the classification of the Board of Directors. On May 15, 2012, the Company filed a Restated Certificate of Incorporation with the Secretary of State of the State of Delaware eliminating the classified Board of Directors in the manner provided therein.

A copy of the Company’s Restated Certificate of Incorporation, as so amended and restated, is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

The Annual Meeting of Shareholders of the Company was held on May 10, 2012 in Eden Prairie, Minnesota. The number of outstanding shares on the record date for the Annual Meeting was 163,023,663. At the Annual Meeting, 140,689,567 shares, or approximately 86.3 percent of the outstanding shares, were represented in person or by proxy. At the Annual Meeting of Shareholders, the shareholders of the Company: (1) elected each of the three director nominees set forth below to serve three-year terms, expiring at the 2015 Annual Meeting of Shareholders; (2) approved, on a non-binding advisory basis, the compensation of the Company’s Named Executive Officers; (3) approved the amendment and restatement of the Company’s Certificate of Incorporation to eliminate the classification of the Board of Directors; and (4) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. The results of the matters voted upon by the shareholders are as follows:

 

     Number of Shares  
                          Broker  
     For      Against      Abstain      Non-Vote  

Election of Directors

            

David W. MacLennan

      112,824,685         4,559,248         21,060         23,284,574   

James B Stake

      113,117,868         4,266,564         20,561         23,284,574   

John P. Wiehoff

      111,340,139         6,022,368         42,486         23,284,574   

In addition, the terms of office of the following directors continued after the meeting: ReBecca Koenig Roloff, Michael W. Wickham, and Scott P Anderson serve in the class of Directors whose term expires in 2013; and Robert Ezrilov, Wayne M. Fortun, and Brian P. Short serve in the class whose term expires in 2014.

 

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

      115,640,391         1,359,226         405,376         23,284,574   
Approval of the Company’s Restated Certificate of Incorporation      116,734,901         507,339         162,753         23,284,574   

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

      139,946,828         724,394         18,345         —     

Item 9.01 Financial Statements and Exhibits

 

  (d) Exhibits.

 

  3.1 Restated Certificate of Incorporation of C.H. Robinson Worldwide, Inc.

 

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SIGNATURES

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.

 

    C. H. ROBINSON WORLDWIDE, INC.
Date: May 15, 2012   By:   /s/ Ben G. Campbell
    Ben G. Campbell
    Vice President, General Counsel and Secretary

 

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