C.H. Robinson Worldwide Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$CHRW
Oil Refining/Marketing
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: June 4, 2024
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number: 000-23189
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 952 -937-8500
Not Applicable
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 6, 2024, C.H. Robinson Worldwide, Inc. (the “Company”) announced that its Board of Directors (the “Board”) appointed Damon Lee as Chief Financial Officer (“CFO”), effective the day after the Company files its Quarterly Report on Form 10-Q for the quarter ending June 30, 2024. Mr. Lee will commence his employment with the Company on July 8, 2024, prior to such filing, to ensure a smooth transition of responsibilities. Mr. Lee will succeed Michael Zechmeister, whose departure was previously announced.
Mr. Lee, age 47, currently serves as Vice President and Chief Financial Officer of GE Commercial Engines and Services, the largest division of GE Aerospace, a position he has held since August 2022, prior to which he served as Vice President and Chief Financial Officer, Commercial Services of GE Aerospace since May 2021. Prior to joining GE Aerospace, Mr. Lee served as Vice President of Finance (CFO), Electrical Distribution Systems at Aptiv Corporation PLC from July 2018 to June 2021. Mr. Lee previously held positions of increasing responsibility at Precision Castparts Corp., Eaton Corporation plc, Newell-Rubbermaid (now Newell Brands Inc.), Ingersoll Rand Inc., and Mattel, Inc.
The Talent & Compensation Committee approved the following annual compensation for Mr. Lee: (i) annual base salary of $700,000, (ii) target annual cash incentive of 100% of base salary (with the payout prorated for the portion of the year during which Mr. Lee serves as CFO), and (iii) long-term equity incentive awards valued at $1.8 million (which amount reflects the full annual value of his long-term equity incentive award for 2024), 60% of which will be issued in the form of performance stock units and 40% in the form of restricted stock units, each with the same performance measures and vesting dates as comparable awards made to the Company’s other executive officers for fiscal 2024. In addition, Mr. Lee will receive (i) a signing bonus of $1.4 million that is repayable if his employment terminates prior to the second anniversary of the commencement of his employment for any reason other than involuntary termination without cause, and (ii) a make-whole restricted stock unit award to replace equity forfeited from his current employer valued at $2.5 million that vests as to 33% of the shares on the first and second annual anniversaries of the date of grant and as to 34% of the shares on the third annual anniversary of the date of grant and will provide for accelerated vesting in the event his employment is involuntarily terminated without cause. The equity awards described above will be granted to Mr. Lee on his first day of employment and the number of units subject to each award will be determined by dividing the value of the grant by the average closing price of a share of the Company’s common stock during the 30-day period ending on the trading date before July 8, 2024, and rounding down to the nearest whole number.
Mr. Lee’s employment offer letter agreement also provides that he will participate in the Company’s Executive Separation Plan and provides that he will be eligible for severance benefits in the event of an involuntary termination of his employment by the Company without cause, in accordance with the terms and requirements of the plan. Mr. Lee will also be entitled to certain relocation benefits in accordance with the Company’s relocation policy. The employment offer letter agreement between the Company and Mr. Lee is filed as Exhibit 10.1 hereto.
A copy of the press release announcing Mr. Lee’s appointment is filed as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | ||||||||
| 99.1 | ||||||||
| 104 | 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.
| C.H. ROBINSON WORLDWIDE, INC. | ||||||||
| By: | /s/ Nicole H. Strydom | |||||||
| Nicole H. Strydom | ||||||||
| Deputy General Counsel and Assistant Secretary | ||||||||
| Date: June 6, 2024 | ||||||||