C. H. Robinson (CHRW) Proxy filing summary

Executive summary

• Advanced a differentiated strategy combining technology adoption, operating model strength, and logistics expertise, resulting in market share growth, productivity gains, and improved operating leverage despite challenging market conditions.

• Embedded Lean AI across operations to drive decision-making, efficiency, and value creation, with Board oversight strengthened via a Technology & Innovation Subcommittee.

• Maintained a strong balance sheet, increased capital returned to shareholders, and delivered higher income from operations and EPS in 2025.

• Focused on profitable growth in core modes (truckload, LTL, ocean, air), digital transformation, and cost structure optimization.

Voting matters and shareholder proposals

• Shareholders to vote on: election of 10 directors for one-year terms, advisory approval of executive compensation, ratification of Deloitte & Touche LLP as independent auditor, and approval of amended and restated 1997 Employee Stock Purchase Plan.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board comprises 10 directors, 9 of whom are independent; diverse backgrounds in finance, technology, operations, and logistics.

• Regular board refreshment, with 7 new independent directors since 2022 and a focus on diversity and skills alignment.

• Board leadership is separated between an independent Chair and CEO; robust committee structure includes Audit, Governance, Talent & Compensation, and Technology & Innovation Subcommittee.

• Annual board and committee self-evaluations, director overboarding limits, and majority voting standard in uncontested elections.