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CHRW > SEC Filings for CHRW > Form 8-K on 14-May-2013All Recent SEC Filings

Show all filings for C H ROBINSON WORLDWIDE INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for C H ROBINSON WORLDWIDE INC


14-May-2013

Change in Directors or Principal Officers, Submission of Matters to a


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On May 9, 2013, our shareholders voted to approve the C. H. Robinson Worldwide, Inc. 2013 Equity Incentive Plan (the "2013 Plan"). (See also Item 5.07 below.) The 2013 Plan provides for the grant of stock option awards, SAR awards, restricted stock awards, stock unit awards and other stock-based awards to eligible recipients. Unless terminated earlier, the 2013 Plan will terminate on May 9, 2023. This summary of the 2013 Plan is qualified in its entirety by reference to the full text of the 2013 Plan, a copy of which is attached as Exhibit 10.1 and incorporated by reference herein. A more detailed summary of the 2013 Plan can also be found in our proxy statement for the 2013 Annual Meeting of Shareholders, which was filed with the Securities and Exchange Commission on March 22, 2013.



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

The C.H. Robinson Worldwide, Inc. (the "Company") 2013 Annual Meeting of Shareholders was held on May 9 2013 in Eden Prairie, Minnesota. The number of outstanding shares on the record date for the 2013 Annual Meeting was 159,224,227. At the 2013 Annual Meeting, 138,117,213 shares, or approximately 86.7 percent of the outstanding shares, were represented in person or by proxy. At the 2013 Annual Meeting of Shareholders, the shareholders of the Company: (1) elected each of the four director nominees set forth below to serve one-year terms, expiring at the 2014 Annual Meeting of Shareholders;
(2) approved, on a non-binding advisory basis, the compensation of the Company's Named Executive Officers; (3) approved the Company's 2013 Equity Incentive Plan; 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, 2013. 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
   Scott P. Anderson            108,314,899       4,242,418       670,513       24,889,383
   Mary J. Steele Guilfoile     110,813,545       1,738,771       675,514       24,889,383
   Jodee A. Kozlak              110,790,472       1,766,484       670,874       24,889,383
   Rebecca Koening Roloff       107,113,826       5,443,991       670,013       24,889,383

In addition, the terms of office of the following directors continued after the meeting: Robert Ezrilov, Wayne M. Fortun, and Brian P. Short serve in the class whose term expires in 2014; David W. MacLennan, James B. Stake, and John P. Wiehoff serve in the class whose term expires in 2015.

Approval, on a non-binding basis, of
the compensation of the Company's
Named Executive Officers                   108,325,345        4,098,398       804,087       24,889,383
Approval of the Company's 2013 Equity
Incentive Plan                             101,174,432       11,078,877       974,521       24,889,383
Ratification of the appointment of
Deloitte & Touche LLP as the Company's
independent registered public
accounting firm                            135,969,278        1,445,585       702,350               -



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1 C. H. Robinson Worldwide, Inc. 2013 Equity Incentive Plan


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