© Khunaspix Dreamstime.

Entry Into a Material Definitive Agreement

On February 28, 2022, C.H. Robinson Worldwide, Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Ancora Catalyst Institutional, LP, Pacific Point Wealth Management LLC, and the other entities and natural persons party thereto (collectively, the“Investor Group”) pursuant to which the Company (i) increased the size of the board of directors of the Company (the “Board”) to twelve (12) directors, until the opening of the polls of the 2022 Annual Meeting, at which time current directors Wayne M. Fortun and Brian P. Short, who previously announced their decision not to stand for reelection, will no longer serve as directors on the Board, the size of the Board shall be reduced to a total of ten (10) or eleven (11) directors, as determined by the Board in its sole discretion and (ii) appointed to the Board Henry W. Winship and Henry J. Maier (the “Investor GroupAppointees”) to serve as directors of the Company effective immediately upon execution of the Cooperation Agreement. With respect to the Company’s 2022 annual meeting of shareholders (the “2022 Annual Meeting”), the Company may also include an additional nominee identified by the Governance Committee of the Board in the Company’s slate of nominees for election as directors of the Company at the 2022 Annual Meeting.

Prior to the expiration of the Standstill Period (as defined below), the Board and all applicable committees of the Board will not increase the size of theBoard above eleven (11) directors without the prior written consent of the Investor Group. If, during the Standstill Period, any Investor Group Appointee resigns from the Board or is unable (due to death or disability) or refuses to serve on the Board for any reason, so long as Ancora Catalyst Institutional, LPand its affiliates who are parties to the Cooperation Agreement (the “Ancora Investors”) at that time and at all times since the date of the CooperationAgreement beneficially own in the aggregate at least one percent (1%) of the Company’s then-outstanding Common Stock, then the Ancora Investors shallidentify a replacement director, subject to reasonable approval by the Governance Committee and the Board, on the terms set forth in the Cooperation Agreement.

The Company has also agreed to (i) appoint Mr. Winship to the Compensation Committee and Mr. Maier to the Governance Committee, (ii) consider eachInvestor Group Appointee for membership on one or more of the other committees of the Board in the same manner as other independent members of theBoard, and (iii) immediately form a Capital Allocation and Planning Committee to objectively assess value creation opportunities and to support and make recommendations to the Board and support management’s review of the Company’s capital allocation, operations and strategy and enhanced transparency and disclosures to shareholders. The Capital Allocation and Planning Committee will be chaired by Mr. Winship and the other initial members are Scott P.Anderson, Robert C. Biesterfeld Jr. and Mr. Maier.

Pursuant to the Cooperation Agreement, the Investor Group has agreed to not to make director nominations to the Company and to support the Board’s full slate of directors at the 2022 Annual Meeting of the Company’s shareholders…

The full 8-K filing can be found here –> stock up 7% to $103 on Tuesday 1 March around midday EST, trading as high as $105.45 ahead of close (52-week, record high: $112.15). US stock markets down over 1.5% for the day; CH Robinson stock up 8.42% to $104.82 at the end of session.

Comment on this article

You must be logged in to post a comment.