Item 1.01 Entry Into a Material Definitive Agreement.
On January 6, 2023, C.H. Robinson Worldwide, Inc. (the "Company") entered into a
Cooperation Agreement (the "Cooperation Agreement") with Ancora Catalyst
Institutional, LP, Pacific Point Advisors, LLC, and the other entities and
natural persons party thereto (collectively, the "Investor Group"). The
Cooperation Agreement, which supersedes the Cooperation Agreement among the
Company and the Investor Group dated as of February 28, 2022 (the "Prior
Agreement"), contains terms substantially similar to those in the Prior
Agreement and extends the standstill provisions of the Prior Agreement for an
additional year.
The Company agreed to (i) include Henry W. "Jay" Winship and Henry J. Maier (the
"Investor Group Appointees"), who are current members of the Board of Directors
of the Company (the "Board"), in the Company's slate of nominees for election at
the Company's 2023 annual meeting of stockholders, (ii) maintain the current
Board committee membership of the Investor Group Appointees, (iii) consider each
Investor Group Appointee for membership on one or more of the other committees
of the Board in the same manner as other independent members of the Board, and
(iv) make the Board's existing Capital Allocation and Planning Committee (the
"Committee") a standing committee of the Board, maintaining its mandate 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, together with such additional matters as the Board
may determine. The members of the Committee will continue to include
Mr. Winship, Mr. Maier and Scott P. Anderson (the Company's Interim Chief
Executive Officer), and will include at least one other director to be appointed
to the Committee by the Board no later than February 28, 2023. Mr. Winship will
continue to serve as Chair of the Committee.
Prior to the expiration of the Standstill Period (as defined below), the Board
of Directors of the Company (the "Board" and all applicable committees of the
Board will not increase the size of the Board above 12 directors, the maximum
permitted under the Company's certificate of incorporation, without the prior
written consent of the Investor Group. If, during the Standstill Period, an
Investor Group Appointee resigns from or is removed 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, LP and its affiliates who are parties to
the Cooperation Agreement (the "Ancora Investors") at that time and at all times
since the date of the Cooperation Agreement beneficially own in the aggregate at
least one percent of the Company's then-outstanding Common Stock, then the
Ancora Investors shall identify a replacement director, subject to reasonable
approval by the Governance Committee and the Board, on the terms set forth in
the Cooperation Agreement. While any Investor Group Appointee serves on the
Board, such Investor Group Appointee will receive the standard compensation for
all other non-employee directors as referenced in the Company's proxy statement
for its 2022 annual meeting of shareholders.
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 2023 Annual Meeting of the Company's shareholders.
During the Standstill Period, consistent with the Prior Agreement, the Investor
Group has agreed to vote all of their shares of common stock of the Company in
favor of recommendations of the Board with respect to (i) the election, removal
and/or replacement of directors (a "Director Proposal"), (ii) the ratification
of the appointment of the Company's independent registered public accounting
firm and (iii) any other proposal submitted to the Company's shareholders at a
meeting of the Company's shareholders, in each case as such recommendation of
the Board is set forth in the applicable definitive proxy statement filed in
respect thereof. Notwithstanding the foregoing, in the event both Institutional
Shareholder Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis")
make a recommendation that differs from the recommendation of the Board with
respect to any proposal submitted to the shareholders at any meeting of the
Company's shareholders (other than Director Proposal), the Investor Group is
permitted to vote in accordance with the ISS and Glass Lewis recommendation. The
Investor Group is also entitled to vote in its sole discretion with respect to
any publicly announced proposal relating to a merger, acquisition, disposition
of all or substantially all of the assets of the Company and its subsidiaries or
other business combination involving the Company, in each case, that requires a
vote of the Company's shareholders.
The Company is not required to include any Investor Group Appointee (or any
replacement thereof) or any of the other directors on its slate of director
nominees at any annual meeting following the 2023 Annual Meeting.
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The Cooperation Agreement also includes customary standstill, non-disparagement
and expense reimbursement provisions, substantially similar to those in the
Prior Agreement. The standstill restrictions on the Investor Group began on the
date of the Cooperation Agreement and remain in effect until the earlier of
(i) the date that is 30 days prior to the deadline for the submission of
shareholder nominations for the Company's 2024 annual meeting of shareholders
pursuant to the Company's Bylaws or (ii) the date that is 110 days prior to the
first anniversary of the 2023 Annual Meeting, subject to certain early
termination provisions (such period, the "Standstill Period"). The Cooperation
Agreement will terminate upon the expiration of the last day of the Standstill
Period, unless earlier terminated by mutual written agreement of the Company and
the Investor Group.
The foregoing description of the Cooperation Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Cooperation Agreement filed as Exhibit 10.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER
10.1 Cooperation Agreement, dated January 6, 2023, by and among C.H.
Robinson Worldwide, Inc., Ancora Catalyst Institutional, LP, Pacific
Point Wealth Advisors, LLC and the other entities and natural persons
party thereto.
104 The cover page from the Current Report on Form 8-K formatted in
Inline XBRL.
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C.H. ROBINSON WORLDWIDE, INC. 
