Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.95M
2: EX-10.36 Material Contract HTML 53K
3: EX-10.37 Material Contract HTML 50K
4: EX-10.38 Material Contract HTML 39K
5: EX-21 Subsidiaries List HTML 50K
6: EX-23.1 Consent of Expert or Counsel HTML 29K
7: EX-24 Power of Attorney HTML 36K
12: EX-97 Clawback Policy re: Recovery of Erroneously HTML 43K Awarded Compensation
8: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
10: EX-32.1 Certification -- §906 - SOA'02 HTML 31K
11: EX-32.2 Certification -- §906 - SOA'02 HTML 31K
18: R1 Cover HTML 95K
19: R2 Audit Information HTML 35K
20: R3 Consolidated Balance Sheets HTML 156K
21: R4 Consolidated Balance Sheets (Parenthetical) HTML 57K
22: R5 Consolidated Statements of Operations and HTML 105K
Comprehensive Income
23: R6 Consolidated Statements of Stockholders' HTML 94K
Investment
24: R7 Consolidated Statements of Stockholders' HTML 31K
Investment (Parenthetical)
25: R8 Consolidated Statements of Cash Flows HTML 138K
26: R9 Summary of Significant Accounting Policies HTML 76K
27: R10 Goodwill and Other Intangible Assets HTML 80K
28: R11 Fair Value Measurement HTML 35K
29: R12 Financing Arrangements HTML 72K
30: R13 Income Taxes HTML 115K
31: R14 Capital Stock and Stock Award Plans HTML 117K
32: R15 Commitments and Contingencies HTML 37K
33: R16 Acquisitions HTML 35K
34: R17 Segment Reporting HTML 94K
35: R18 Revenue From Contracts With Customers HTML 71K
36: R19 Leases HTML 59K
37: R20 Credit Losses HTML 39K
38: R21 Changes in Accumulated Other Comprehensive Loss HTML 33K
39: R22 Recently Issued Accounting Pronouncements HTML 43K
40: R23 Restructuring HTML 105K
41: R24 Pay vs Performance Disclosure HTML 42K
42: R25 Insider Trading Arrangements HTML 34K
43: R26 Summary of Significant Accounting Policies HTML 101K
(Policies)
44: R27 Summary of Significant Accounting Policies HTML 58K
(Tables)
45: R28 Goodwill and Other Intangible Assets (Tables) HTML 87K
46: R29 Financing Arrangements (Tables) HTML 56K
47: R30 Income Taxes (Tables) HTML 117K
48: R31 Capital Stock and Stock Award Plans (Tables) HTML 121K
49: R32 Commitments and Contingencies (Tables) HTML 34K
50: R33 Acquisitions (Tables) HTML 35K
51: R34 Segment Reporting (Tables) HTML 90K
52: R35 Revenue From Contracts With Customers (Tables) HTML 64K
53: R36 Leases (Tables) HTML 58K
54: R37 Credit Losses (Tables) HTML 36K
55: R38 Restructuring (Tables) HTML 104K
56: R39 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 66K
Narrative (Details)
57: R40 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 32K
Depreciation Expense (Details)
58: R41 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 51K
Summary of Property and Equipment (Details)
59: R42 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 32K
Amortization Expense of Purchased and Internally
Developed Software (Details)
60: R43 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - HTML 40K
Summary of Purchased and Internally Developed
Software (Details)
61: R44 GOODWILL AND OTHER INTANGIBLE ASSETS - Change in HTML 44K
the Carrying Amount of Goodwill (Details)
62: R45 GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative HTML 31K
(Details)
63: R46 GOODWILL AND OTHER INTANGIBLE ASSETS - Summary of HTML 49K
Intangible Assets (Details)
64: R47 GOODWILL AND OTHER INTANGIBLE ASSETS - HTML 32K
Amortization Expense of Other Intangible Assets
(Details)
65: R48 GOODWILL AND OTHER INTANGIBLE ASSETS - Estimated HTML 53K
Amortization Expense of Intangible Assets
(Details)
66: R49 Fair Value Measurement (Details) HTML 35K
67: R50 FINANCING ARRANGEMENTS - Components of Short-term HTML 67K
and Long-term Debt (Details)
68: R51 FINANCING ARRANGEMENTS - Narrative (Details) HTML 110K
69: R52 INCOME TAXES - Narrative (Details) HTML 52K
70: R53 INCOME TAXES - Income Before Provision for Income HTML 39K
Taxes (Details)
71: R54 INCOME TAXES - Reconciliation of Unrecognized Tax HTML 44K
Benefits, excluding Interest and Penalties
(Details)
72: R55 INCOME TAXES - Components of the Provision for HTML 58K
Income Taxes (Details)
73: R56 INCOME TAXES - Reconciliation of the Provision for HTML 52K
Income Taxes using Statutory Federal Income Tax
Rate to the Effective Income Tax Rate (Details)
74: R57 INCOME TAXES - Deferred Tax Assets (Liabilities) HTML 70K
(Details)
75: R58 CAPITAL STOCK AND STOCK AWARD PLANS - Narrative HTML 95K
(Details)
76: R59 CAPITAL STOCK AND STOCK AWARD PLANS - Total HTML 47K
Compensation Expense Recognized in Statements of
Operations for Stock-Based Compensation (Details)
77: R60 CAPITAL STOCK AND STOCK AWARD PLANS - Stock Option HTML 72K
Activity (Details)
78: R61 CAPITAL STOCK AND STOCK AWARD PLANS - Intrinsic HTML 32K
Value of Options Exercised (Details)
79: R62 CAPITAL STOCK AND STOCK AWARD PLANS - Stock HTML 44K
Options Grants by First Vesting Date (Details)
80: R63 CAPITAL STOCK AND STOCK AWARD PLANS - Assumptions HTML 42K
Used in Estimating the Fair Value Per Option
(Details)
81: R64 CAPITAL STOCK AND STOCK AWARD PLANS - Unvested HTML 49K
Performance-Based Restricted Shares and Restricted
Stock Units (Details)
82: R65 CAPITAL STOCK AND STOCK AWARD PLANS - HTML 65K
Performance-Based Shares and Units by First
Vesting Date (Details)
83: R66 CAPITAL STOCK AND STOCK AWARD PLANS - Unvested HTML 72K
Time-Based Restricted Shares and Restricted Stock
Units (Details)
84: R67 CAPITAL STOCK AND STOCK AWARD PLANS - Fair Value HTML 41K
of Full Value Stock Awards Vested (Details)
85: R68 CAPITAL STOCK AND STOCK AWARD PLANS - Employee HTML 55K
Stock Purchase Plan Activity (Details)
86: R69 CAPITAL STOCK AND STOCK AWARD PLANS - Share HTML 41K
Repurchase Programs Activity (Details)
87: R70 COMMITMENTS AND CONTINGENCIES - Defined HTML 31K
Contribution Plan Expense, including Matching
Contributions (Details)
88: R71 COMMITMENTS AND CONTINGENCIES - Narrative HTML 31K
(Details)
89: R72 ACQUISITIONS - Narrative (Details) HTML 37K
90: R73 ACQUISITIONS - Identifiable Intangible Assets and HTML 37K
Estimated Useful Lives (Details)
91: R74 SEGMENT REPORTING - Narrative (Details) HTML 31K
92: R75 SEGMENT REPORTING - Summary of Segment Information HTML 63K
(Details)
93: R76 SEGMENT REPORTING - Total Revenues Based on HTML 44K
Location of the Customer and Long-Lived Assets by
Geographic Regions (Details)
94: R77 REVENUE FROM CONTRACTS WITH CUSTOMERS - Total HTML 65K
Revenues Disaggregated by Major Service Line and
Timing of Recognition (Details)
95: R78 REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative HTML 46K
(Details)
96: R79 LEASES - Lease Data (Details) HTML 49K
97: R80 LEASES - Maturity of Lease Liabilities (Details) HTML 48K
98: R81 Credit Losses (Details) HTML 37K
99: R82 Changes in Accumulated Other Comprehensive Loss HTML 38K
(Details)
100: R83 RESTRUCTURING - Narrative (Details) HTML 43K
101: R84 RESTRUCTURING - Restructuring Charges (Details) HTML 55K
102: R85 RESTRUCTURING - By Segment (Details) HTML 78K
103: R86 RESTRUCTURING - Reserve (Details) HTML 67K
105: XML IDEA XML File -- Filing Summary XML 189K
108: XML XBRL Instance -- chrw-20231231_htm XML 2.18M
104: EXCEL IDEA Workbook of Financial Report Info XLSX 181K
14: EX-101.CAL XBRL Calculations -- chrw-20231231_cal XML 226K
15: EX-101.DEF XBRL Definitions -- chrw-20231231_def XML 775K
16: EX-101.LAB XBRL Labels -- chrw-20231231_lab XML 2.11M
17: EX-101.PRE XBRL Presentations -- chrw-20231231_pre XML 1.36M
13: EX-101.SCH XBRL Schema -- chrw-20231231 XSD 197K
106: JSON XBRL Instance as JSON Data -- MetaLinks 588± 878K
107: ZIP XBRL Zipped Folder -- 0001043277-24-000011-xbrl Zip 1.12M
‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Board of Directors (the “Board”) of C.H. Robinson Worldwide, Inc. (the “Company”) has adopted this Required Compensation Recovery Policy (this “Policy”)
pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Securities and Exchange Commission (“SEC”) regulations promulgated thereunder, and applicable Nasdaq Stock Market (“Nasdaq”) listing standards. Subject to and in accordance with the terms of this Policy, upon a Recoupment Event, each Covered Executive shall be obligated to return to the Company, reasonably promptly, the amount of Erroneously Awarded Compensation that was received by such Covered Executive during the Lookback Period.
Administration
This Policy will be administered by the Talent & Compensation Committee of the Board (the “Committee”).
Any determinations made by the Committee will be final and binding on all affected individuals.
Definitions
“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is (a) material to the previously issued financial statements (commonly referred to as a “Big R” restatement), or (b) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement).
“Covered
Executive” means each of the Company’s current and former Section 16 Officers.
“Erroneously Awarded Compensation” means, with respect to each Covered Executive in connection with an Accounting Restatement, the excess of the amount of Incentive-Based Compensation received by the Covered Executive during the Lookback Period over the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (a) the
amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received; and (b) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to Nasdaq.
“Financial Reporting Measures” are any measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures. Stock price and total shareholder return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the
financial statements or included in a filing with the SEC.
“Incentive-Based Compensation” is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
“Lookback Period” means the three completed fiscal years immediately preceding the Required Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
A “Recoupment
Event” occurs when the Company is required to prepare an Accounting Restatement.
“Required Restatement Date” means the earlier to occur of: (a) the date the Company’s Board, a committee of the Board, or the officer(s) of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date a court, regulator, or other legally authorized body directs the
Company to prepare an Accounting Restatement.
“Section 16 Officer” is defined as an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act.
“Section 409A” means Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder.
Amount Subject to Recovery
The Incentive-Based Compensation that is subject to recovery under this Policy includes such compensation that is received by a Covered Executive (i) on or after October 2, 2023 (even if such Incentive-Based Compensation was approved, awarded or granted prior
to this date), (ii) after the individual began service as a Covered Executive, (iii) if the individual served as a Section 16 Officer at any time during the performance period for such Incentive-Based Compensation, and (iv) while the Company has a class of securities listed on a national securities exchange or national securities association.
The amount of Incentive-Based Compensation subject to recovery from a Covered Executive upon a Recoupment Event is the Erroneously Awarded Compensation, which amount shall be determined by the Committee.
For purposes of this Policy, Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified
in the Incentive-Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period.
Recovery of Erroneously Awarded Compensation
Promptly following a Recoupment Event, the Committee will determine the amount of Erroneously Awarded Compensation for each Covered Executive, and the Company will provide each such Covered Executive with a written notice of such amount and a demand for repayment or return. Upon receipt of such notice, each affected Covered Executive shall promptly repay or return such Erroneously Awarded Compensation to the Company.
If such repayment or return is not made within a reasonable
time, the Company shall seek to recover Erroneously Awarded Compensation in a reasonable and prompt manner using any lawful method determined by the Committee; provided that recovery of any Erroneously Awarded Compensation must be made in compliance with Section 409A. Any action by the Company to recover Erroneously Awarded Compensation under this Policy from a Covered Executive shall not, whether alone or in combination with any other action, event or condition, be deemed (i) “good reason” for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangement applicable to such Covered Executive, or (ii) to constitute a breach of a contract or
other arrangement to which such Covered Executive is party.
Limited Exceptions
Erroneously Awarded Compensation will be recovered in accordance with this Policy unless the Committee determines that recovery would be impracticable and one of the following conditions is met:
•the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, provided the Company has first made a reasonable effort to recover the Erroneously Awarded Compensation;
2
•the recovery would likely cause
a U.S. tax-qualified retirement plan to fail to meet the requirements of Internal Revenue Code Sections 401(a)(13) and 411(a) and the regulations thereunder; or
•recovery would violate home country law where the applicable law was adopted prior to November 28, 2022.
Reliance on any of the above exemptions will further comply with applicable listing standards, including without limitation, documenting the reason for the impracticability and providing required documentation to Nasdaq.
No Insurance or Indemnification
Neither the Company nor any of its affiliates or subsidiaries
may indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation (or related expenses incurred by the Covered Executive) pursuant to a recovery of Erroneously Awarded Compensation under this Policy, nor will the Company nor any of its affiliates or subsidiaries pay or reimburse a Covered Executive for any insurance premiums on any insurance policy obtained by the Covered Executive to protect against the forfeiture or recovery of any compensation pursuant to this Policy.
Interpretation
The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. This Policy shall be applied
and interpreted in a manner that is consistent with the requirements of Rule 10D-1 and any applicable regulations, rules or standards adopted by SEC or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. In the event that this Policy does not meet the requirements of Rule 10D-1, the SEC regulations promulgated thereunder, or the rules of any national securities exchange or national securities association on which the Company’s securities are listed, this Policy shall be deemed to be amended to meet such requirements.
Amendment; Termination
The Board or the Committee may amend this Policy in its discretion and shall amend this Policy as it
deems necessary to comply with the regulations adopted by the SEC under Rule 10D-1 and the rules of any national securities exchange or national securities association on which the Company’s securities are listed. The Board or the Committee may terminate this Policy at any time. Notwithstanding anything herein to the contrary, no amendment or termination of this Policy shall be effective if that amendment or termination would cause the Company to violate any federal securities laws, SEC rules or the rules of any national securities exchange or national securities association on which the Company’s securities are listed.
Other Recoupment Rights
Any
right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar provision in any employment agreement or other compensation plan or agreement and any other legal remedies available to the Company. This Policy is in addition to any other clawback or compensation recovery, recoupment or forfeiture policy in effect or that may be adopted by the Company from time to time, or any laws, rules or listing standards applicable to the Company, including without limitation, the
Company’s right to recoup compensation subject to Section 304 of the Sarbanes-Oxley Act of 2002. To the extent that application of this Policy would provide for recovery of Erroneously Awarded Compensation that the Company recovers pursuant to another policy or provision, the amount that is recovered will be credited to the required recovery under this Policy unless otherwise required by law.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
3
Disclosure
The
Company shall file all disclosures with respect to this Policy in accordance with the requirements of the Dodd-Frank rules.
4
Dates Referenced Herein and Documents Incorporated by Reference
