Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 15, 2020, the Board of Directors of C.H. Robinson Worldwide, Inc.
(the "Company") approved and adopted Amended and Restated Bylaws (the "Bylaws")
to provide for "proxy access" for eligible stockholders. Section 3.03 has been
added to the Bylaws to permit a stockholder, or a group of up to 20
stockholders, owning 3% or more of the Company's outstanding stock continuously
for at least three years to nominate and include in the Company's
proxy materials director nominees constituting up to the greater of two
individuals or 20% of the Board of Directors, provided that such stockholder(s)
and nominee(s) satisfy the requirements set forth in the Bylaws. The Bylaws also
include certain other conforming changes to accommodate the proxy access bylaw
provisions and certain ministerial changes. The full text of the Bylaws is filed
as Exhibit 3.2 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Description
3.2 Amended and Restated Bylaws of the Company
104 The cover page from the Current Report on Form 8-K formatted in
Inline XBRL
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses