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2: EX-99.1 Miscellaneous Exhibit HTML 550K
3: EX-99.2 Miscellaneous Exhibit HTML 41K
4: EX-99.3 Miscellaneous Exhibit HTML 13K
8: R1 Cover Page HTML 45K
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: i952-i937-8500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name
of each exchange on which registered
iCommon Stock, $0.10 par value
iCHRW
iNasdaq Global Select Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
The
following information is being "furnished" in accordance with the General Instruction B.2 of Form 8-K and 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 to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Furnished herewith as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the text of the Company's announcement regarding its financial results for the quarter ended December 31,
2023 and its earnings conference call slides.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 30, 2024, the Company appointed Michael Castagnetto, the Company’s Vice President of Customer Success, to serve as President of NAST, effective February 1, 2024. Mr. Castagnetto will succeed Mac Pinkerton who will remain a non-executive employee
through February 29, 2024 to transition his responsibilities, at which time he will depart the Company.
The Talent & Compensation Committee of the Board of Directors approved the payment to Mr. Pinkerton of severance benefits in accordance with the terms of the Company’s Executive Separation and Change in Control Plan in connection with his separation.
The
cover page from the Current Report on Form 8-K formatted in Inline XBRL
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.