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C.H. Robinson Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

C.H. Robinson Worldwide, Inc. (“C.H. Robinson”) (Nasdaq: CHRW) announced that it granted equity awards on June 26, 2023 as a material inducement to employment of the newly-hired President and Chief Executive Officer, Dave Bozeman.

As previously disclosed, C.H. Robinson and Mr. Bozeman entered into an employment offer letter in connection with Mr. Bozeman’s appointment as President and Chief Executive Officer. Pursuant to the employment offer letter, the following equity awards were approved for issuance to Mr. Bozeman in accordance with Nasdaq Listing Rule 5635(c)(4): (1) 21,574 performance stock units (at target) and 14,383 restricted stock units, each representing pro-rated annual equity awards with the same performance measures and vesting dates as comparable awards made to the company’s other executive officers for fiscal 2023, (2) 69,442 performance stock units that vest based on achievement of 10% compound annual growth in adjusted diluted earnings per share over a three year period, and (3) 128,201 restricted stock units that vest as to 25% of the shares on each of January 15, 2024 and the one year anniversary of the date of grant, 30% of the shares on the second anniversary of the date of grant and 20% of the shares on the third anniversary of the date of grant, in each case subject to certain accelerated or continued vesting provisions.

The awards were granted to Mr. Bozeman pursuant to the terms of his employment offer letter, and the forms of award agreements attached as exhibits thereto, which were attached to a Form 8-K filed by the company with the Securities and Exchange Commission on June 6, 2023. The awards were granted pursuant to stand-alone inducement award agreements outside of the company’s 2022 Equity Incentive Plan, but are generally subject to the same terms and conditions that apply to awards granted under the company’s 2022 Equity Incentive Plan.

About C.H. Robinson

C.H. Robinson solves logistics problems for companies across the globe and across industries, from the simple to the most complex. With $30 billion in freight under management and 20 million shipments annually, we are one of the world’s largest logistics platforms. Our global suite of services accelerates trade to seamlessly deliver the products and goods that drive the world’s economy. With the combination of our multimodal transportation management system and expertise, we use our information advantage to deliver smarter solutions for our 100,000 customers and 96,000 contract carriers. Our technology is built by and for supply chain experts to bring faster, more meaningful improvements to our customers’ businesses. As a responsible global citizen, we are also proud to contribute millions of dollars to support causes that matter to our company, our Foundation and our employees. For more information, visit us at (Nasdaq: CHRW).



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