Item 1.01 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 Group Appointees") 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 the
Board 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, 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 (1%) 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.
The Company has also agreed to (i) appoint Mr. Winship to the Compensation
Committee and Mr. Maier to the Governance Committee, (ii) 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
(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.
During the Standstill Period, 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 2022 Annual Meeting.
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The Cooperation Agreement also includes customary
standstill, non-disparagement and expense reimbursement provisions. 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 thirty (30) days prior to the deadline for the submission of shareholder
nominations for the Company's 2023 annual meeting of shareholders pursuant to
the Company's Bylaws or (ii) the date that is one hundred ten (110) days prior
to the first anniversary of the 2022 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.
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 2021 annual meeting of shareholders.
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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The description of the matters included under Item 1.01 is incorporated into
this Item 5.02 by reference.
Item 7.01 Regulation FD Disclosure.
On February 28, 2022, the Company issued a press release with respect to the
Cooperation Agreement. The press release, furnished as Exhibit 99.1 hereto,
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in
such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER
10.1+ Cooperation Agreement, dated February 28, 2022, by and among C.H.
Robinson Worldwide, Inc., Ancora Catalyst Institutional, LP, Pacific
Point Wealth Management LLC and the other entities and natural
persons party thereto.
99.1 Press Release dated February 28, 2022.
104 The cover page from the Current Report on Form 8-K formatted in
Inline XBRL.
+ Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Company agrees to furnish supplementally a copy of any
omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the
"SEC") upon request.
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