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Item 9A. Controls and Procedures

2023-02-17 compared with 2022-02-23 · 47 added, 42 removed, 106 unchanged (46% of the section changed)

3 unchanged sentences

and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure.

Our management, including our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2021.

Based upon that assessment, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2021.

Our management, including our Interim Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 2022.

Based upon that assessment, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, 2022.

Changes in Internal Control Over Financial Reporting

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Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

The Company’s internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting is a process designed under the supervision of our Interim Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with generally accepted accounting principles.

The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

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Based on that assessment and the COSO criteria, we concluded that, as of December 31, 2022, the Company maintained effective internal control over financial reporting.

The Company acquired Combinex in May 2021, which was accounted for as a business combination.

Management excluded Combinex from its assessment of the effectiveness of our internal control over financial reporting as of and for the year ended December 31, 2021.

Combinex represented $19.3 million of the Company's total assets and contributed $37.0 million of total revenues in the consolidated financial statements of the Company as of and for the year ended December 31, 2021.

This exclusion is in accordance with the SEC’s guidance, which permits companies to omit an acquired business’s internal control over financial reporting from management’s assessment for up to one year after the date of acquisition.

The Company’s independent registered public accounting firm, Deloitte & Touche LLP, has audited the Company’s internal control over financial reporting as of December 31, 2022, and has issued a report that is included in Item 8 of this Annual Report on Form 10-K.

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OTHER INFORMATION

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information with respect to our Board of Directors contained under the heading “Proposal One:

Information with respect to our Board of Directors contained under the heading “Proposal 1:

Election of Directors” in the Proxy Statement, is incorporated in this Form 10-K by reference.

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EXECUTIVE COMPENSATION

The information contained under the headings or subheadings “Compensation of Directors,” “Talent and Compensation Committee Interlocks and Insider Participation,” “2021 Executive Compensation,” and “Talent and Compensation Committee Report” in the Proxy Statement is incorporated in this Form 10-K by reference.

The information contained under the headings or subheadings “Compensation of Directors,” and “Executive Compensation” (excluding the information presented under the subheading “Pay Versus Performance”) in the Proxy Statement is incorporated in this Form 10-K by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

(a) Equity Compensation Plans

Information with respect to our equity incentive compensation plan contained under the heading “Proposal Four:

Approval of the C.H.

Robinson Worldwide, Inc.

2022 Equity Incentive Plan,” in the Proxy Statement, is incorporated in this Form 10-K by reference.

The following table summarizes share and exercise price information about our equity compensation plans as of December 31, 2022:

Plan Category Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (1)

Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) (2)

Equity compensation plans approved by security holders

5,358,796 $ 77.93 6,492,529

Equity compensation plans not approved by security holders — — —

Total 5,358,796 $ 77.93 6,492,529

________________________________

(1) Includes 5,358,796 stock options remaining outstanding for future exercise.

(2) Includes 2,114,989 shares available for issuance under our Employee Stock Purchase Plan and 4,377,540 shares that may become subject to future awards in the form of stock options, restricted stock units, performance shares and performance-based restricted stock units under our 2022 Equity Incentive Plan.

(b) Security Ownership

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PRINCIPAL ACCOUNTING FEES AND SERVICES

The information contained under the heading “Proposal Three:

The information contained under the heading “Proposal 4:

Ratification of the Selection of Independent Auditors” in the Proxy Statement is incorporated in this Form 10-K by reference.

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EXHIBITS, AND FINANCIAL STATEMENT SCHEDULES

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We will furnish a copy of any Exhibit at no cost to a security holder upon request.

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INDEX TO EXHIBITS

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3.1 Certificate of Incorporation of the Company (as amended on May 19, 2012, and incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed May 15, 2012)

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on January 24, 2022)

3.2 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on November 23 , 2022)

4.1 Description of Capital Stock (incorporated by reference to Exhibit 4.1 to the Company's Annual Report on Form 10-K filed on February 19, 2020)

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Robinson Worldwide, Inc., 2013 Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 29, 2019)

10.3 Note Purchase Agreement dated as of August 23, 2013, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on August 26, 2013)

10.4 First Amendment to Note Purchase Agreement dated February 20, 2015, by and among the Company and the Purchasers (incorporated by reference to Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014)

10.5 Second Amendment to Note Purchase Agreement dated as of November 19, 2021, by and among C.H.

Robinson Worldwide, Inc., the noteholders party thereto and the guarantors party thereto (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on November 23, 2021)

Robinson Worldwide Inc., 2022 Equity Incentive Plan, effective May 5, 2022 (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A filed on March 22, 2022)

10.4 Credit Agreement Dated as of May 6, 2022 Among C.H.

Robinson Worldwide Inc., the Lenders, and U.S.

Bank National Association, as Administrative Agent (incorporated by reference to the Company’s Current Form on Form 8-K filed on May 11, 2022)

10.5 Fourth Omnibus Amendment dated November 21, 2022 among C.H.

Robinson Worldwide, Inc., the guarantors and lenders party thereto and U.S.

Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders, to that certain Credit Agreement, dated as of October 29, 2012, by and among the C.H.

Robinson Company Inc., the lenders, and U.S.

Bank National Association, as LC Issuer, Swing Line Lender and Administrative Agent for the lenders, as previously amended (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K filed on November 23, 2022)

10.6 Third Amendment to Note Purchase Agreement dated as of November 21, 2022 by and among C.H.

Robinson Worldwide, Inc., the noteholders party thereto and the guarantors party thereto (incorporated by reference to Exhibit 10.2 in the Company's Current Report on Form 8-K filed on November 23, 2022)

10.7 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 (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K filed on January 6, 2023)

Robinson Executive Separation and Change in Control Plan (incorporated by reference to Exhibit 10.3 in the Company's Current Report on Form 10-Q filed on July 29, 2022)

10.9 Receivables Purchase Agreement, dated November 19, 2021, by and among C.H.

Robinson Worldwide, Inc., C.H.

Robinson Receiva b les, LLC, the various conduit purchasers, committed purchasers and purchaser agents from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 23, 2021)

Robinson Receivables, LLC, the various conduit purchasers, committed purchasers and purchaser agents from time to time party thereto, and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on November 23, 2021)

10.10 Second Amendment to the Receivables Purchase Agreement, dated July 7, 2022 by and among C.H.

Robinson Worldwide, Inc., C.H.

Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agent (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K on July 12, 2022)

10.11 Receivables Sale Agreement, dated November 19, 2021, by and among C.H.

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(incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on November 23, 2021)

10.12 First Amendment to the Receivables Sale Agreement, dated July 7, 2022 by and among C.H.

Robinson Worldwide, Inc., C.H.

Robinson Receivables, LLC, and the originators party thereto (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K on July 12, 2022)

10.13 Performance Guaranty, dated November 19, 2021, made by C.H.

1 unchanged sentence

, for the benefit of Bank of America, N.A, as administrative agent (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K on November 23, 2021)

*10.9 First Amendment to the Receivables Purchase Agreement, dated February 1, 2022 by and among C.H.

Robinson Worldwide, Inc., C.H.

Robinson Receivables, LLC, and the various conduit purchasers, committed purchasers and purchaser agents, and administrative agent.

10.10 Third Omnibus Amendment to Credit Agreement dated as of November 19, 2021 by and among C.H.

Robinson Worldwide, Inc., the lenders party thereto and U.S.

Bank National Association, as LC issuer and administrative agent (incorpor a ted by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on November 23, 2021)

Robinson Worldwide, Inc., 2015 Non-Equity Incentive Plan (incorporated by reference to Appendix A to the Proxy Statement on Form DEF 14A, filed on March 27, 2015)

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†10.19 Form of Incentive Stock Option (Time-Based U.S.) Agreement (incorporated by reference to Exhibit 10.24 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015)

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†10.20 Form of Key Employee Agreement (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013)

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†10.27 Form of Restricted Stock Unit Award Agreement - U.S.

Senior Leaders

Senior Leaders (incorporated by reference to Exhibit 10.24 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)

†10.28 Form of Performance Stock Unit Award (EPS) Agreement - U.S.

Senior Leaders

Senior Leaders (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)

†10.29 Form of Performance Stock Unit Award (AGP) Agreement - U.S.

Senior Leaders

Senior Leaders (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021)

†10.30 Form of 2023 Interim CEO Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.1 in the Company's Current Report on Form 8-K filed on January 3, 2023)

†10.31 Form of 2023 Retention Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 in the Company's Current Report on Form 8-K filed on January 3, 2023)

*21 Subsidiaries of the Company

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*24 Powers of Attorney

*31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*31.1 Certification of the Interim Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*32.1 Certification of the Interim Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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Signature Title

/s/ ROBERT C.

BIESTERFELD, JR.

Chief Executive Officer (Principal Executive Officer)

Biesterfeld, Jr.

ANDERSON Interim Chief Executive Officer (Principal Executive Officer)

/s/ MICHAEL P.

ZECHMEISTER Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

* Chairman of the Board

Kermit Crawford

* Chair of the Board

Steele Guilfoile

Paula Tolliver

Attorney-in-Fact

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures