<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 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 the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
______________________________________________________________
2) Aggregate number of securities to which transaction applies:__________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
______________________________________________________________
4) Proposed maximum aggregate value of transaction: _____________________
5) Total fee paid: _______________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: _________________________
2) Form, Schedule or Registration Statement No.: ________________________
3) Filing Party: ______________________________
4) Date Filed: ________________________________
<PAGE>
C.H. ROBINSON WORLDWIDE, INC.
8100 Mitchell Road
Eden Prairie, Minnesota 55344
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 4, 1999
TO THE STOCKHOLDERS OF C.H. ROBINSON WORLDWIDE, INC.:
Notice is hereby given that the Annual Meeting of Stockholders of C.H.
Robinson Worldwide, Inc. (the "Company") will be held on Tuesday, May 4, 1999
at 9:00 a.m., local time, at the executive offices of the Company located at
8100 Mitchell Road, Eden Prairie, Minnesota, for the following purposes:
1. To elect three directors to serve for three-year terms or until their
respective successors are elected and qualified;
2. To ratify the selection of Arthur Andersen LLP as the Company's
independent public accountants for the fiscal year ending December 31,
1999; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only holders of record of the Company's Common Stock as of the close of
business on March 12, 1999 are entitled to notice of and to vote at the
meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you plan to
attend the meeting, please complete, date and sign the enclosed proxy and
return it promptly in the enclosed envelope, which needs no postage if mailed
in the United States. Alternatively, you may wish to submit your proxy by
touch-tone phone as indicated on the proxy. If you later desire to revoke your
proxy, you may do so at any time before it is exercised.
By Order of the Board of Directors
/s/ Owen P. Gleason
Owen P. Gleason
Secretary
March 31, 1999
<PAGE>
C.H. ROBINSON WORLDWIDE, INC.
8100 Mitchell Road
Eden Prairie, Minnesota 55344
----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
----------------
May 4, 1999
This Proxy Statement is furnished in connection with the solicitation of
the enclosed proxy by the Board of Directors of C.H. Robinson Worldwide, Inc.
(the "Company") for use at the Annual Meeting of Stockholders (the "Annual
Meeting") to be held on Tuesday, May 4, 1999, at 9:00 a.m., local time, at the
executive offices of the Company located at 8100 Mitchell Road, Eden Prairie,
Minnesota, and at any adjournment thereof, for the purposes set forth in the
Notice of Annual Meeting of Stockholders. This Proxy Statement and the form of
proxy enclosed are being mailed to stockholders with the Company's Annual
Report to Stockholders commencing on or about March 31, 1999.
Only stockholders of record of the Common Stock, par value $0.10 per share,
of the Company (the "Common Stock") at the close of business on March 12, 1999
will be entitled to vote at the Annual Meeting. As of that date, approximately
41,187,000 shares of Common Stock were outstanding, each share being entitled
to one vote. There is no cumulative voting. The presence at the Annual
Meeting, in person or by proxy, of the holders of a majority of the shares of
Common Stock will constitute a quorum for the transaction of business at the
Annual Meeting. If, however, a quorum is not present or represented at the
Annual Meeting, the stockholders entitled to vote thereat, present in person
or represented by proxy, will have the power to adjourn the Annual Meeting,
without notice other than announcement at the Annual Meeting, until a quorum
shall be present or represented.
Shares of the Company's Common Stock represented by proxies in the
accompanying form, which are properly completed, signed and returned to the
Company prior to the Annual Meeting, and which have not been revoked, will be
voted in the manner directed by a stockholder. If no direction is given, the
proxy will be voted FOR the election of the nominees for director named in
this Proxy Statement and FOR ratification of the selection of Arthur Andersen
LLP as the Company's independent public accountants. A stockholder may revoke
a proxy at any time prior to its exercise by giving to an officer of the
Company a written notice of revocation of the proxy's authority, by submitting
a duly executed proxy bearing a later date or by delivering a written
revocation at the Annual Meeting.
If a stockholder returns a proxy withholding authority to vote the proxy
with respect to a nominee for director, then the shares of the Common Stock
covered by such proxy shall be deemed present at the Annual Meeting for
purposes of determining a quorum and for purposes of calculating the vote with
respect to such nominee, but shall not be deemed to have been voted for such
nominee. If a stockholder abstains from voting as to any matter, then the
shares held by such stockholder shall be deemed present at the Annual Meeting
for purposes of determining a quorum and for purposes of calculating the vote
with respect to such matter, but shall not be deemed to have been voted in
favor of such matter. If a broker returns a "non-vote" proxy, indicating a
lack of authority to vote on such matter, then the shares covered by such non-
vote shall be deemed present at the Annual Meeting for purposes of determining
a quorum but shall not be deemed to be present and entitled to vote at the
Annual Meeting for purposes of calculating the vote with respect to such
matter.
The Company did not receive written notice of any stockholder proposal
prior to February 4, 1999 as required by the Company's Bylaws, and as of the
date of this Proxy Statement, the Board of Directors of the Company knows of
no business that will be presented for consideration at the Annual Meeting
other than the matters described in this Proxy Statement. If any other matters
are properly brought before the Annual Meeting, the persons named in the
enclosed form of proxy will vote the proxies in accordance with their best
judgment.
<PAGE>
PROPOSAL ONE: ELECTION OF DIRECTORS
The Board of Directors of the Company is composed of seven members divided
into three classes. The members of each class are elected to serve three-year
terms with the term of office of each class ending in successive years. Looe
Baker III, Robert Ezrilov and Owen P. Gleason are the directors in the class
whose term expires at the Annual Meeting. The Board of Directors has nominated
Messrs. Baker, Ezrilov and Gleason for election to the Board of Directors at
the Annual Meeting for terms of three years, and each has indicated a
willingness to serve. The other directors of the Company will continue in
office for their existing terms. Gerald A. Schwalbach and Dale S. Hanson serve
in the class whose term expires in 2000, and D.R. Verdoorn and Barry W. Butzow
serve in the class whose term expires in 2001. Upon the expiration of the term
of a class of directors, directors in such class will be elected for three-
year terms at the annual meeting of stockholders in the year in which such
term expires. The affirmative vote of a majority of the shares of Common Stock
present and entitled to vote at the Annual Meeting is necessary to elect the
nominees for director.
The persons named as proxies in the enclosed form of proxy will vote the
proxies received by them for the election of Messrs. Baker, Ezrilov and
Gleason, unless otherwise directed. In the event that any nominee becomes
unavailable for election at the Annual Meeting, the persons named as proxies
in the enclosed form of proxy may vote for a substitute nominee in their
discretion as recommended by the Board of Directors.
Information concerning the incumbent directors is set forth below.
<TABLE>
<C> <S>
Looe Baker III Looe Baker III, 49 years old, has been a director since
(Nominee with new term 1984. He is currently the President of Brisan Ingredients,
expiring in 2002) Inc., a company engaged in sourcing, brokerage and sales of
food ingredients to food manufacturers. From 1979 to May
1998, Mr. Baker was a Vice President of the Company. Mr.
Baker began his career with the Company in 1971. Mr. Baker
has served on the Board of Directors for the Produce
Marketing Association and Orval Kent Holding Co. He holds a
Bachelor of Science degree from Drake University.
Robert Ezrilov Robert Ezrilov, 54 years old, has been a director of the
(Nominee with new term Company since 1995. He is currently the President of
expiring in 2002) Metacom, Inc., a company that sells prerecorded music on
interactive displays. From April 1995 to July 1997, Mr.
Ezrilov was self-employed as a business consultant. Prior to
that, he was a partner with Arthur Andersen LLP, which he
joined in 1966 subsequent to his obtaining a BSB degree at
the University of Minnesota. Mr. Ezrilov also serves on the
Board of Directors of Zomax Optical Media, Inc. (a turnkey
provider of CDs and cassettes), and as an advisory board
member to Holiday Companies (a group of related companies
engaged in retailing and wholesaling grocery, general
merchandise and petroleum products) and L&M Radiator (a
replaceable core radiator manufacturer).
Owen P. Gleason Owen P. Gleason, 47 years old, has been Vice President and
(Nominee with new term General Counsel of the Company since 1990 and served as
expiring in 2002) corporate counsel since 1978. Mr. Gleason has been a
director since 1986. Mr. Gleason holds a law degree from
Oklahoma City University and a Bachelor's Degree from Ripon
College.
</TABLE>
2
<PAGE>
<TABLE>
<C> <S>
Gerald A. Schwalbach Gerald A. Schwalbach, 54 years old, has been a
(Term expires in 2000) director of the Company since 1997. He is
currently an officer and director of Two S
Properties, Inc. and Superior Storage I, LLC,
both of which are engaged in the business of
operating self-storage and office warehouses.
From 1985 to June 1996, Mr. Schwalbach served as
Executive Vice President of Jacobs Management,
Inc., a management corporation, and from 1996 to
March 1997, as Executive Vice President of IMR
General, Inc., an affiliate of Jacobs
Management, Inc. Prior to joining Jacobs
Management, Inc., Mr. Schwalbach was a tax
partner with Arthur Andersen LLP. Since 1988, he
has been a director of Delta Beverage Group,
Inc., a beverage bottler and distributor. He
graduated from Mankato State University in 1966
with a Bachelor of Science degree.
Dale S. Hanson Dale S. Hanson, 60 years old, has been a
(Term expires in 2000) director of the Company since 1988. In June
1998, Mr. Hanson retired as Vice President,
Finance and Chief Financial Officer of the
Company. Prior to joining the Company in 1990,
Mr. Hanson held various executive positions with
First Bank System, Inc. (now U.S. Bancorp),
including Executive Vice President of First Bank
System, Inc., President of FBS Merchant Banking
Group and President of First Bank of St. Paul.
Mr. Hanson holds a Bachelor of Arts degree from
Carleton College.
D.R. Verdoorn D.R. Verdoorn, 60 years old, has been the
(Term expires in 2001) President and Chief Executive Officer of the
Company and its predecessor since 1977 and a
director since 1975. In 1998, Mr. Verdoorn was
also named Chairman of the Board. He has been
with the Company since 1963. He has served on
the Boards of Directors for United Fresh Fruit
and Vegetable Association and the Produce
Marketing Association. Mr. Verdoorn attended
Central College in Pella, Iowa.
Barry W. Butzow Barry W. Butzow, 52 years old, has been a
(Term expires in 2001) director since 1986. Mr. Butzow has been a Vice
President of the Company since 1984 and during
1998 was named a Senior Vice President in the
newly formed Office of the President. He began
employment with the Company in 1969. He holds a
Bachelor of Arts degree from Moorhead State
University.
</TABLE>
The Board of Directors recommends a vote FOR the election of Messrs. Baker,
Ezrilov and Gleason as directors of the Company.
Meetings and Committees of the Board of Directors
During 1998, the Board of Directors held six meetings. Each director
holding office during the year attended at least 75% of the total number of
meetings of the Board of Directors (held during the period for which he has
been a director) and committees of the Board on which he served. The Board of
Directors has an Audit Committee and a Compensation Committee, which are
described below. The Company does not have a Nominating Committee.
The Board of Directors has an Audit Committee comprised of Messrs. Ezrilov,
Schwalbach and Hanson. The Audit Committee is responsible for nominating the
Company's independent public accountants for approval by the Board of
Directors, reviewing the scope, results and costs of the audit with the
Company's independent accountants and reviewing the Company's significant
accounting policies and internal controls. The Audit Committee held three
meetings during 1998.
The Board of Directors has a Compensation Committee that until the closing
of the Company's initial public offering was comprised of Messrs. Verdoorn,
Ezrilov and Schwalbach, and since the closing has been comprised
3
<PAGE>
of Messrs. Ezrilov and Schwalbach. The Compensation Committee is responsible
for determining the compensation and benefits for the executive officers of
the Company and for administering the Company's stock plans. The Compensation
Committee held two meeting during 1998.
Compensation of Directors
During 1998, each non-employee director of the Company received $1,500 for
each meeting of the Board of Directors and $750 for each committee meeting
attended, and an annual retainer of $6,000. Pursuant to the Company's
Directors' Stock Plan, the Company may pay such fees in Common Stock. The
Company also reimburses non-employee directors for expenses incurred in
attending Board meetings.
Directors who are also employees of the Company are not separately
compensated for any services provided as a director.
EXECUTIVE COMPENSATION
The following table sets forth all compensation awarded to, earned by or
paid for services rendered to the Company in all capacities during the years
ended December 31, 1998, 1997 and 1996, by the Company's Chief Executive
Officer and the four other most highly compensated executive officers.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
------------------------- -----------------------
Restricted Securities
Fiscal Stock Underlying All Other
Year Salary(1) Bonus(2) Awards($)(3) Options(#) Compensation(4)
------ --------- -------- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
D.R. Verdoorn........... 1998 $173,140 $345,000 $ -0- -0- $12,800
Chairman of the Board, 1997 166,132 332,891 238,602 13,109 -0-
President and Chief 1996 164,276 271,452 197,271 -0- -0-
Executive Officer
Barry W. Butzow......... 1998 $102,106 $290,000 $ -0- -0- $12,800
Senior Vice President 1997 99,599 227,891 79,534 13,109 12,800
1996 98,823 179,839 65,757 -0- 12,800
Gregory D. Goven........ 1998 $100,050 $280,000 $ -0- -0- $12,800
Senior Vice President 1997 98,400 216,836 69,592 13,109 12,800
1996 97,924 164,839 57,535 -0- 12,800
Joseph J. Mulvehill..... 1998 $ 38,764 $332,756 $ -0- -0- $12,800
Vice President, 1997 37,924 276,984 16,439 4,000 12,800
International 1996 37,924 179,918 13,693 -0- 12,800
Robert S. Ingram........ 1998 $218,691 $ 85,000 $ -0- -0- $12,800
Vice President, 1997 213,764 66,836 24,657 13,109 12,800
Transportation 1996 213,417 37,151 27,405 -0- 12,800
</TABLE>
- --------
(1) Base salary plus amount paid as an automobile allowance.
(2) The Company pays bonuses to executives when both the Company achieves
certain corporate performance objectives and the particular executive
achieves certain objectives established on an annual basis.
(3) In 1997, the Company awarded 282,086 restricted shares to 57 employees,
including 13 executive officers, pursuant to the Company's Central Office
Management Incentive Program ("COMIP"), Profit Center Incentive Program
("PCIP"), and Employee Incentive Program. These grants pertained to fiscal
1996 compensation. Prior to the Company's initial public offering in
October 1997, 87 employees (including the named executive officers) held
an aggregate of 5,968,901 restricted shares under the three
4
<PAGE>
programs, all of which were sold in the Company's initial public offering.
Prior to the closing of the offering, all restrictions were removed. Upon
the closing of the offering, the Employee Incentive Program was terminated,
and the COMIP and PCIP were modified to provide that participants for
fiscal 1997 would receive an equivalent amount of cash rather than
restricted shares. The fiscal 1997 amounts were paid in cash to
participants in March 1998, and the COMIP and PCIP were subsequently
terminated.
(4) Contributions to the Robinson Companies Retirement and Savings Plan.
Stock Options
No stock options were granted to the executive officers named in the
Summary Compensation Table above during the year ended December 31, 1998. The
following table summarizes the value of all options held by such persons at
December 31, 1998. No options held by such executive officers were exercised
during the 1998 fiscal year.
Aggregated Value of Options Held at December 31, 1998
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options Held at In-the-Money Options Held
December 31, 1998(1) at December 31, 1998(2)
------------------------- -------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
D.R. Verdoorn............... -0- 13,109 $-0- $104,059
Barry W. Butzow............. -0- 13,109 $-0- $104,059
Gregory D. Goven............ -0- 13,109 $-0- $104,059
Robert S. Ingram............ -0- 13,109 $-0- $104,059
Joseph J. Mulvehill......... -0- 4,000 $-0- $ 31,750
</TABLE>
- --------
(1) The options shown in this table are all incentive stock options granted on
October 15, 1997 pursuant to the Company's 1997 Omnibus Stock Plan (the
"Stock Incentive Plan"). The options have 10-year terms and become
exercisable in four equal cumulative annual installments beginning on
October 15, 1999.
(2) "Value" has been determined based on the difference between the last sale
price of the Company's Common Stock as reported by The Nasdaq National
Market on December 31, 1998 ($25.938) and the $18.00 per share option
exercise price, multiplied by the number of shares subject to the in-the-
money options.
5
<PAGE>
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
Prior to the Company's initial public offering, the Compensation Committee
of the Board of Directors (the "Compensation Committee") consisted of Messrs.
Verdoorn, Ezrilov and Schwalbach. Since the closing of the offering, the
Compensation Committee has consisted entirely of independent directors. The
Compensation Committee is responsible for determining the compensation and
benefits of the executive officers of the Company. The Compensation Committee
also administers the Company's stock plans, including the Stock Incentive
Plan.
Objectives and Philosophy
The Compensation Committee has adopted a compensation philosophy intended
to achieve the following basic goals: (i) provide a level of total
compensation necessary to attract high quality executives; (ii) provide
incentive compensation based on the alignment of corporate performance
objectives and the interests of the stockholders to achieve further Company
growth; (iii) emphasize team performance; (iv) balance incentive compensation
to achieve both short-term and long-term results; and (v) encourage executives
to make long-term career commitments to the Company and its stockholders
through the Company's compensation programs.
The Compensation Committee reviews market data and assesses the Company's
competitive position in each of the three primary components of executive
compensation: base salary, annual bonus and long-term incentive compensation.
The following descriptions of the primary components of compensation contain
additional detail regarding the Committee's objectives and philosophy. The
Compensation Committee does not allocate a fixed percentage to each of the
three components. Compensation decisions regarding individual executives may
also be based on factors such as individual performance, level of
responsibility, unique skills of the executive and demands of the position.
Components of Compensation
Base salary. Annual base salary is designed to compensate executives for
sustained performance and is intended to provide a minimum guaranteed
compensation. In 1998, base salary levels and annual increases for executive
officers were determined based on an evaluation of the responsibilities of the
position held and the experience of the particular individuals. The Committee
believes that a significant percentage of total compensation should be
variable and incentive based.
Bonus compensation. Prior to the Company's initial public offering,
executives had been awarded restricted stock under the Company's Central
Office Management Incentive Program ("COMIP"), and selected managers of larger
Company profit centers had been awarded restricted stock under the Company's
Profit Center Incentive Program ("PCIP"), without any additional payment, the
amount of which depended upon the achievement of certain growth objectives for
the Company. Participants in the COMIP and PCIP and their percentage
participation were selected prior to the beginning of a fiscal year for
participation for the next three fiscal years. A pool, based on growth in net
profits before taxes and profit sharing, with certain other adjustments, over
the prior year, was established for each year for each program. Each
participant had a percentage participation in the respective pool, and the
value of each pool, as of the end of a year, was paid out in Common Stock in
the following year to participants in the respective pool, based on the book
value of the Common Stock at year end and their relative participations. Under
the Company's Employee Incentive Program, Common Stock had also been awarded
to key employees, without any additional payment. Upon the closing of the
initial public offering, the Employee Incentive Program was terminated, and
the COMIP and PCIP were modified to provide that participants for fiscal 1997
would receive cash rather than restricted shares. The fiscal 1997 amounts were
paid in cash to participants in March 1998. The COMIP and PCIP were
discontinued for fiscal 1998.
The Company's Operational Executive Compensation Plan ("OECP") pays cash
bonuses to executives (including the named executives) when both the Company
achieves certain corporate performance objectives and
6
<PAGE>
the particular executive achieves certain objectives established on an annual
basis. The amount available for such bonuses increases in relation to the
extent to which such objectives are exceeded. The bonus column of the Summary
Compensation Table above contains the annual incentive payments for 1998 for
the Chief Executive Officer and each of the other named executive officers.
Long-Term Incentive Compensation. Pursuant to the Stock Incentive Plan,
officers, other employees, consultants and eligible independent contractors of
the Company may receive options to purchase Common Stock. The Stock Incentive
Plan provides for the grant of both incentive stock options intended to
qualify for preferential tax treatment under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and nonqualified stock options
that do not qualify for such treatment. The Stock Incentive Plan also permits
grants of stock appreciation rights, restricted stock and restricted stock
unit awards, performance awards, dividend equivalents and other stock grants
or other stock-based awards.
The Compensation Committee administers the Stock Incentive Plan and
approves awards thereunder. A total of 2,000,000 shares of Common Stock has
been reserved for issuance under the Stock Incentive Plan. In determining the
persons to whom options and awards may be granted and the number of shares
subject to each, the Committee may take into account the nature of services
rendered by the respective employees or consultants, their present and
potential contributions to the success of the Company, and such other factors
as the Committee in its discretion may deem relevant. Non-employee directors
may be granted a nonqualified stock option to purchase shares of Common Stock
on an annual basis.
The Board of Directors may amend or discontinue the Stock Incentive Plan at
any time. The Committee may not alter or impair any award granted under the
Stock Incentive Plan without the consent of the holder of the award except as
otherwise provided in the Stock Incentive Plan or any award agreement. The
Stock Incentive Plan will expire in 2007.
No stock options were granted to the executive officers named in the
Summary Compensation Table above during 1998.
Chief Executive Officer Performance Evaluation and Compensation
The determination of the Chief Executive Officer's base salary, bonus and
long-term incentive compensation for fiscal 1998 followed the policies set
forth above for all executives' compensation. The Compensation Committee
annually conducts a separate performance evaluation in determining Mr.
Verdoorn's compensation.
Mr. Verdoorn became President and Chief Executive Officer in 1977. His
compensation for 1996-1998 is shown in the Summary Compensation Table above.
During 1998, Mr. Verdoorn's base salary was increased 4.2% over 1997 to
$173,140. Mr. Verdoorn received a cash bonus pursuant to the Company's OECP in
the amount of $345,000 in recognition of favorable corporate performance and
individual performance. In the Compensation Committee's judgment, these cash
awards reflect Mr. Verdoorn's significant contributions to the Company's
success through his vision, leadership and long-term dedication.
Compensation Limitations
Section 162(m) of the Code generally limits the corporate deduction for
compensation paid to executive officers to $1.0 million, unless the
compensation qualifies as "performance-based compensation" under the Code. The
Committee has reviewed the potential consequences for the Company of Section
162(m) and believes that this provision did not affect the deductibility of
compensation paid to the Company's executive officers in 1998, and is
currently expected to have no impact in 1999. The Committee will continue to
monitor this matter and may propose changes to the executive compensation
program if warranted.
Robert Ezrilov
Gerald A. Schwalbach
Members of the Compensation
Committee
7
<PAGE>
Compensation Committee Interlocks and Insider Participation
The members of the Compensation Committee are Robert Ezrilov and Gerald A.
Schwalbach. No executive officer of the Company served as a member of the
Compensation Committee or as a director of any other entity, one of whose
executive officers served on the Compensation Committee or as a director of
the Company.
PERFORMANCE GRAPH
The following graph shows a comparison of cumulative total returns for the
Company's Common Stock, the Standard & Poor's 500 Composite Stock Index and
the Nasdaq Trucking & Transportation Index through December 31, 1998, assuming
the investment of $100 on October 15, 1997 (the date the Common Stock began
trading) and the reinvestment of dividends.
[Performance Graph]
<TABLE>
<CAPTION>
10/15/97 12/31/97 12/31/98
-------- -------- --------
<S> <C> <C> <C>
C.H. Robinson Worldwide, Inc......................... $100 $125 $146
Standard & Poor's 500 Composite Stock Index.......... 100 103 132
Nasdaq Trucking & Transportation Index............... 100 96 86
</TABLE>
8
<PAGE>
CERTAIN TRANSACTIONS
In July 1998, the Company sold certain assets valued at $64,488,
representing the assets of the Company's ingredients business located at two
Company branches, to Brisan Ingredients, Inc., a company engaged in sourcing,
brokerage and sales of food ingredients to food manufacturers. Looe Baker III,
the founder and President of Brisan Ingredients, Inc., has been a director of
the Company since 1984, and from 1979 to May 1998, was a Vice President of the
Company.
Other than as described in this Proxy Statement, no director or executive
officer of the Company was indebted to the Company during the year ended
December 31, 1998 for any amount in excess of $60,000, and there were no
related party transactions among the Company and its executive officers,
directors and the holders of more than 5% of the outstanding shares of Common
Stock.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of the Company's Common Stock as of January 31, 1999 by (i) each
person who is known by the Company to own beneficially more than 5% of the
Common Stock, (ii) each director, nominee and executive officer of the Company
named in the Summary Compensation Table under the heading "Executive
Compensation" above and (iii) all directors and executive officers of the
Company as a group. Unless otherwise noted, the stockholders listed in the
table have sole voting and investment powers with respect to the shares of
Common Stock owned by them.
<TABLE>
<CAPTION>
Number of Shares Percentage of
Beneficially Owned (1) Outstanding Shares
---------------------- ------------------
<S> <C> <C>
D.R. Verdoorn(2).................... 3,249,312 7.9%
Looe Baker III(3)................... 1,732,698 4.2
Barry W. Butzow(4).................. 775,156 1.9
Dale S. Hanson(5)................... 678,242 1.7
Gregory D. Goven(6)................. 565,454 1.4
Owen P. Gleason(7).................. 492,964 1.2
Joseph J. Mulvehill................. 265,106 *
Robert Ezrilov...................... 55,740 *
Robert S. Ingram.................... 45,072 *
Gerald A. Schwalbach................ 25,740 *
All executive officers and directors
as a group (17 persons)............ 8,511,990 20.7
</TABLE>
- --------
* Less than 1%
(1) Beneficial ownership is determined in accordance with rules of the
Securities and Exchange Commission (the "Commission"), and includes
generally voting power and/or investment power with respect to securities.
Shares of Common Stock subject to options currently exercisable or
exercisable within 60 days of January 31, 1999 ("Currently Exercisable
Options") are deemed outstanding for computing the percentage beneficially
owned by the person holding such options but are not deemed outstanding
for computing the percentage beneficially owned by any other person.
(2) Mr. Verdoorn's address is 8100 Mitchell Road, Eden Prairie, Minnesota
55344. Includes 500,478 shares owned by Mr. Verdoorn's spouse, 16,000
shares owned through a Verdoorn family foundation, and 654,757 shares
owned by trusts over which he exercises voting and investment power.
(3) Includes 375,300 shares owned by Mr. Baker's spouse and 360,000 shares
owned by trusts over which he exercises voting and investment power.
9
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(4) Includes 1,000 shares owned by Mr. Butzow's spouse.
(5) Includes 13,000 shares owned by Mr. Hanson's spouse. Mr. Hanson also has
sole voting and investment power with respect to 70,000 shares held by a
family partnership.
(6) Includes 53,589 shares owned by Mr. Goven's spouse and a child living at
home, and 154,000 shares owned by a trust over which he exercises voting
and investment power.
(7) Includes 51,414 shares owned by Mr. Gleason's spouse and children, and
150,000 shares owned by a trust over which he exercises voting and
investment power.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors and persons who beneficially own more than
10% of the Company's Common Stock to file initial reports of ownership and
reports of changes in ownership with the Commission. Such executive officers,
directors and greater than 10% beneficial owners are required by the
regulations of the Commission to furnish the Company with copies of all
Section 16(a) reports they file.
Based solely on a review of the copies of such reports furnished to the
Company and written representations from the executive officers and directors,
the Company believes that all Section 16(a) filing requirements applicable to
its executive officers and directors and greater than 10% beneficial owners
were complied with, except that an initial statement of beneficial ownership
on Form 3 was not timely filed for Joseph J. Mulvehill upon his appointment as
an executive officer.
PROPOSAL TWO: SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors has selected Arthur Andersen LLP as independent
public accountants for the Company for the fiscal year ending December 31,
1999. A proposal to ratify the appointment of Arthur Andersen LLP will be
presented at the Annual Meeting. Representatives of Arthur Andersen LLP are
expected to be present at the Annual Meeting, will have an opportunity to make
a statement if they desire to do so and will be available to answer
appropriate questions from stockholders. If the appointment of Arthur Andersen
LLP is not ratified by the stockholders, the Board of Directors is not
obligated to appoint other accountants, but the Board of Directors will give
consideration to such unfavorable vote.
The Board of Directors recommends a vote FOR ratification of the selection
of Arthur Andersen LLP as the Company's independent public accountants.
SOLICITATION OF PROXIES
The Company is paying the costs of solicitation, including the cost of
preparing and mailing this Proxy Statement. Proxies are being solicited
primarily by mail, but in addition, the solicitation by mail may be followed
by solicitation in person, or by telephone or facsimile, by regular employees
of the Company without additional compensation. The Company will reimburse
brokers, banks and other custodians and nominees for their reasonable out-of-
pocket expenses incurred in sending proxy materials to the Company's
stockholders.
SUBMITTING PROXIES AND VOTING INSTRUCTIONS BY PHONE
If you are a registered stockholder (you hold your stock in your own name),
you may submit a proxy by touch-tone telephone. If you are a beneficial
stockholder (you hold your shares through a nominee, such as a broker), your
nominee can advise you whether you will be able to submit voting instructions
by telephone. Some nominees participate in the telephone voting programs
provided by ADP Investor Communication Services.
10
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Procedures to submit proxies or voting instructions by telephone are designed
to authenticate stockholder identities, to allow stockholders to submit their
proxies or voting instructions and to confirm that such proxies or voting
instructions have been properly recorded.
If you are a registered stockholder, you may submit your proxy by touch-
tone telephone by calling 1-800-240-6326 in the United States and following
the directions provided. Proxies must be received by the deadline set forth on
the proxy card you receive. The giving of such proxy will not affect the right
to vote in person, should you decide to attend the Annual Meeting.
PROPOSALS FOR THE 2000 ANNUAL MEETING
Pursuant to federal securities laws, any proposal by a stockholder to be
presented at the 2000 Annual Meeting of Stockholders and to be included in the
Company's proxy statement must be received at the Company's executive offices,
8100 Mitchell Road, Eden Prairie, Minnesota 55344, no later than the close of
business on December 2, 1999. Proposals should be sent to the attention of the
Secretary. Pursuant to the Company's Bylaws, in order for business to be
properly brought before the 2000 Annual Meeting of Stockholders by a
stockholder, the stockholder must give written notice of such stockholder's
intent to bring a matter before the annual meeting no later than February 4,
2000. Each such notice should be sent to the attention of the Secretary, and
must set forth certain information with respect to the stockholder who intends
to bring such matter before the meeting and the business desired to be
conducted, as set forth in greater detail in the Company's Bylaws. The Company
intends to exercise its discretionary authority with respect to any matter not
properly presented by such date.
GENERAL
The Company's Annual Report for the fiscal year ended December 31, 1998 is
being mailed to stockholders together with this Proxy Statement. The Annual
Report is not to be considered part of the soliciting materials.
The information set forth in this Proxy Statement under the caption
"Compensation Committee Report on Executive Compensation" and "Performance
Graph" shall not be deemed to be (i) incorporated by reference into any filing
by the Company under the Securities Act of 1933 or the Securities Exchange Act
of 1934, except to the extent that in any such filing the Company expressly so
incorporates such information by reference, and (ii) "soliciting material" or
to be "filed" with the SEC.
By Order of the Board of Directors
/s/ Owen P. Gleason
Owen P. Gleason
Secretary
March 31, 1999
11
<PAGE>
[LOGO OF C.H. ROBINSON APPEARS HERE]
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C.H. ROBINSON
WORLDWIDE, INC.
ANNUAL MEETING
C.H. Robinson Worldwide, Inc.
8100 Mitchell Road
Eden Prairie, Minnesota 55344
MAY 4, 1999
9:00 a.m.
Central Standard Time
Please detach here
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There are two ways to vote your Proxy COMPANY #
CONTROL #
-------------
Your telephone vote authorizes the Named Proxies to vote your shares in the
same manner as if you marked, signed and returned your proxy card.
VOTE BY PHONE -- TOLL FREE -- 1-800-240-6326 -- QUICK *** EASY *** IMMEDIATE
. Use any touch-tone telephone to vote your proxy 24 hours a day, 7 days a week.
. You will be prompted to enter your 3-digit Company Number and your 7-digit
Control Number which is located above.
. Follow the simple instructions the Voice provides you.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope
we've provided.
IF YOU VOTE BY PHONE, PLEASE DO NOT MAIL YOUR PROXY CARD
Please detach here
- --------------------------------------------------------------------------------
Unless you indicate otherwise, this proxy will be voted in accordance with the
Board of Directors' recommendations.
1. Election of directors. [_] FOR all nominees [_] WITHHOLD AUTHORITY
listed below(except to vote for all
as marked to the nominees listed
contrary below) below
01 Looe Baker III 02 Robert Ezrilov
03 Owen P. Gleason
(INSTRUCTION: To withhold authority to vote for one or more individual nominees,
write the number(s) of the nominee(s) in the box provided to the right.)
2. Ratification of Selection of Arthur Andersen LLP as Independent Accountants.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, consider and act upon such other matters as may
properlycome before the meeting or any adjournments thereof.
Address Change? Mark box [_]
Indicate changes below:
Signature(s) DATE
This Proxy Card must be Signed
Exactly as Name Appears hereon
When shares are held by joint tenants, both should sign. When signing as
attorney, executor, administrator, trustee or guardian, please give full title
as such. If a corporation, please sign in full corporate name by president or
other authorized officer. If a partnership, please sign in partnership name by
authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.
<PAGE>
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C.H. ROBINSON WORLDWIDE, INC.
8100 MITCHELL ROAD
EDEN PRAIRIE, MINNESOTA 55344
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints D.R. Verdoorn, John P. Wiehoff and Owen P.
Gleason, or any of them, with full power of substitution to each, as attorneys
and proxies to represent the undersigned at the Annual Meeting of Stockholders
of C.H. Robinson Worldwide, Inc. to be held in the corporate offices of C.H.
Robinson Worldwide, Inc., 8100 Mitchell Road, Eden Prairie, Minnesota on the 4th
day of May, 1999 at 9:00 a.m. C.S.T. and at any adjournment(s) thereof, and to
vote all shares of Common Stock which the undersigned may be entitled to vote at
said meeting as directed below with respect to the proposals as set forth in the
Proxy Statement, and in their discretion upon any other matters that may
properly come before said meeting.
This Proxy, when properly executed, will be voted as directed herein by the
undersigned stockholder. If no direction is made, this Proxy will be voted FOR
the election of each of the director nominees listed under Proposal 1 and FOR
Proposal 2. The tabulator cannot vote your shares unless you sign and return
this proxy card.
----------------
SEE REVERSE SIDE
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