C. H. ROBINSON WORLDWIDE, INC.
For the period ended Dec 31, 2025. Filed Mar 24, 2026.
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Dec 31, 2025 · Filed Mar 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☑ | Filed by the Registrant | ☐ | Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
C.H. Robinson Worldwide, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☑ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Building tomorrow’s supply chains, today™
At-a-glance$16.2B2025 Total Revenues75,000Active Customers Worldwide11,855Employees Worldwide1450,000Contract Carriers in our Network$23BFreight Under Management37MAnnual Shipments Managed(1)Figure aggregates total employees from network employees and shared services employees from North America, Europe, Asia, the Middle East, Oceania, and South America, as reported in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
On behalf of our entire Board of Directors, I am pleased to present our annual Proxy Statement, and I invite you to participate in our 2026 annual shareholder meeting.
Over the past year, C.H. Robinson has continued to advance a differentiated strategy that combines the bold adoption of technology with the strength of our operating model and the deep logistics expertise of our people. As Chair, I am proud of the momentum the team has built, the leading returns delivered to shareholders, and the discipline with which our leadership continues to position the company for sustained, profitable growth. As we have seen throughout our transformation, building a strong foundation enables us to accelerate performance with consistency and confidence.
Amid an increasingly complex environment shaped by persistent market challenges, C.H. Robinson has demonstrated resilience: growing market share, improving productivity, and strengthening operating leverage. These outcomes reflect how we are executing through our operating model, our high-performance culture of continuous improvement, and our global team of unparalleled supply chain experts. This progress represents foundational work that supports stronger performance across market cycles, as well as our continued focus on delivering greater value to both customers and contract carriers through improved service, enhanced technology, and smarter solutions.
The leadership of our CEO, Dave Bozeman, supported by a strong and aligned management team, has been central to this progress. Their clear strategic direction, disciplined execution, and operational rigor continue to strengthen our competitive position and give the Board confidence in the company’s trajectory.
Embedding Lean AI to Drive Performance
Technology enablement remains central to our long-term value creation. We continue to lead the industry in applying advanced technology—including artificial intelligence (AI)—to drive better customer outcomes, greater efficiency, and profitable growth. A core element of our approach is Lean AI: applying AI with the same discipline, measurement, and focus on value creation that underpin the Robinson Operating Model. Lean AI is strengthening decision-making, improving the quality of volume, and reinforcing our ability to achieve both higher highs and higher lows across cycles.
From a governance perspective, the Board and Audit Committee, supported by the Technology & Innovation Subcommittee, have strengthened oversight to reflect both the opportunity and the accelerating pace of change in technology. This structure supports disciplined oversight of technology strategy, data governance, cybersecurity, and AI governance (including the responsible development, deployment, and use of AI) across the enterprise. It also enhances our ability to oversee technology’s contribution to productivity, operating leverage, and competitive differentiation.
Positioning Our Board for the Future
The Board and Governance Committee remain focused on maintaining the right mix of skills, experience, and perspectives to effectively oversee the company’s strategy. Our Board is intentionally balanced, bringing together leaders with experience across multiple industries, operating environments, and market cycles. We approach refreshment thoughtfully and deliberately to align Board composition with the company’s strategic direction.
In the past year, we welcomed Edward (Ed) Feitzinger to the Board, adding experience across technology and global logistics, as well as deep familiarity with complex operating models. With a strong and experienced management team in place, the Board is confident in its ability to govern effectively and support long-term shareholder value creation.
| 2026 Proxy Statement | 1 |
Winning Through People and Culture
At C.H. Robinson, people remain our enduring competitive advantage. Our operating model—enabled by advanced technology and brought to life by the best team in the industry—continues to differentiate the company in the marketplace. Lean AI augments our expertise, enabling teams to focus on higher value work while improving speed, quality, and consistency. That combination of technology, operating discipline, and expertise is difficult to replicate and reinforces the company’s leadership position.
The Board views oversight of senior leadership talent and succession planning as essential to sustaining this advantage and delivering consistent results over the long term. Through regular engagement with management and direct visibility into leadership development, culture, and bench strength, directors maintain a strong understanding of the capabilities required to execute the company’s strategy. The addition of Dorothy Capers as Chief Legal Officer and Corporate Secretary further strengthens the senior leadership team and supports disciplined execution and effective risk management.
The pace of change continues to accelerate, and the company is meeting that reality with clarity, discipline, and confidence. The foundational progress made this past year, particularly in embedding Lean, technology-enabled execution across the organization, positions C.H. Robinson to continue driving productivity, market relevance, and long-term value.
On behalf of the Board, I want to thank Dave Bozeman and the entire C.H. Robinson team. Your adaptability, commitment to excellence, and the way you bring our operating model to life every day are earning recognition well beyond our walls. The progress we made this year, and the accelerating momentum we feel, is a direct result of your talent and your teamwork.
As always, we value your investment in this company, and we appreciate the trust you place in us to oversee your interests in our business.
Sincerely,
Jodee Kozlak
Chair of the Board
| Letter from Independent Chair | 1 |
|---|---|
| Notice of 2026 Annual Meeting of Shareholders | 4 |
| About C.H. Robinson | 5 |
| Voting Roadmap | 11 |
| Proposal 1: Election of Directors | 13 |
| Board Composition | 15 |
| Board Refreshment | 17 |
| Director Nominee Biographies and Qualifications | 18 |
| Board Nomination Process | 28 |
| Director Independence | 30 |
| Corporate Governance | 31 |
| Introduction | 31 |
| Board Structure | 34 |
| Role of the Board of Directors | 39 |
| Other Corporate Governance Policies, Practices, and Processes | 44 |
| Compensation of Directors | 46 |
| Overview | 46 |
| 2025 Director Compensation Table | 47 |
| Proposal 2: Advisory Vote on the Compensation of Named Executive Officers (“Say-on-Pay”) | 48 |
| Compensation Discussion and Analysis | 50 |
| Executive Summary | 51 |
| A True One Robinson | 52 |
| 2025 Elements of Compensation | 56 |
| 2025 Named Executive Officer Compensation | 61 |
| Compensation Process | 66 |
| Additional Compensation Policies and Practices | 70 |
| Talent & Compensation Committee Report | 72 |
|---|---|
| Executive Compensation Tables | 73 |
| CEO Pay Ratio | 80 |
| Pay Versus Performance | 81 |
| Proposal 3: Ratification of the Selection of Independent Auditors | 85 |
| Audit-Related Matters | 86 |
| Independent Auditors’ Fees | 86 |
| Pre-approval Policy | 87 |
| Audit Committee Report | 88 |
| Proposal 4: Approval of Amended and Restated 1997 Employee Stock Purchase Plan | 89 |
| Shareholder Approval and Board of Directors Recommendation | 90 |
| Summary of Changes to be Made | 90 |
| Description of the Restated ESPP | 91 |
| Security Ownership and Related Information | 95 |
| Security Ownership of Certain Beneficial Owners and Management | 95 |
| Related Party Transactions | 97 |
| Delinquent Section 16(a) Filings | 97 |
| Additional Information | 98 |
| Proxy Statement for the 2026 Annual Meeting of Shareholders | 98 |
| Questions and Answers about the Annual Meeting | 99 |
| Other Information | 101 |
| Appendix A | A-1 |
| 2026 Proxy Statement | 3 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.