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): May 5, 2022

C.H. ROBINSON WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

14701 Charlson Road

Eden Prairie, MN 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:

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Pursuant to notice duly given, C.H. Robinson Worldwide, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders virtually on May 5, 2022 at www.virtualshareholdermeeting.com/CHRW2022 (“2022 Annual Meeting”). At the 2022 Annual Meeting, the Company’s shareholders approved the C.H. Robinson Worldwide, Inc. 2022 Equity Incentive Plan (the “Plan”), including the reservation of an initial 4,261,884 shares of common stock for issuance thereunder. In addition, the number of shares of common stock available for issuance under the 2022 Plan will be increased by the number of shares subject to awards that were outstanding under the C.H. Robinson Worldwide, Inc. 2013 Equity Incentive Plan and the 1997 Omnibus Stock Plan on the date of the 2022 Annual Meeting that expire, are cancelled or forfeited, or are settled or paid in cash. A more detailed summary of the Plan can be found in the Company’s proxy statement for the 2022 Annual Meeting, which was filed with the Securities and Exchange Commission on March 22, 2022.

The number of outstanding shares on the record date for the 2022 Annual Meeting was 126,705,542 shares. At the 2022 Annual Meeting, 114,769,560 shares, or approximately 91 percent of the outstanding shares, were represented in person or by proxy. At the 2022 Annual Meeting, the shareholders of the Company: (1) elected the eleven director nominees set forth below to serve one-year terms, expiring at the Company’s 2023 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, 2022; and (4) approved the C.H. Robinson Worldwide, Inc. 2022 Equity Incentive Plan. The results of the matters voted upon by the shareholders are as follows:

Election of Directors

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

Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022

Approval of the C.H. Robinson Worldwide, Inc. 2022 Equity Incentive Plan

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 9, 2022