0000315213false00003152132024-05-152024-05-15

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 (Date of earliest event reported) May 15, 2024
 ____________________
Robert Half Inc.
(Exact name of registrant as specified in its charter)
____________________
 
Delaware 01-10427 94-1648752
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
 
 2884 Sand Hill Road, Suite 200,Menlo Park,CA94025
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (650) 234-6000
NO CHANGE
(Former name or former address, if changed since last report.)
 ____________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $.001 per ShareRHINew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).     Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐


Item 5.07Submission of Matters to a Vote of Security Holders.

On May 15, 2024, the Company held its annual meeting of stockholders. The three matters voted on by stockholders at the annual meeting were (1) the election of the nine directors named below, (2) to approve, on an advisory basis, executive compensation, and (3) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024.

The vote for directors was as follows:
NomineeForAgainstAbstainBroker Non-Votes
Jana L. Barsten
90,856,42937,87772,0734,554,057
Julia L. Coronado89,439,5551,457,18669,6384,554,057
Dirk A. Kempthorne88,799,1702,095,81971,3904,554,057
Harold M. Messmer, Jr.88,673,1892,226,46266,7284,554,057
Marc H. Morial89,534,4581,361,58270,3394,554,057
Robert J. Pace85,153,3955,740,28572,6994,554,057
Frederick A. Richman83,212,0257,681,95772,3974,554,057
M. Keith Waddell89,814,3911,085,17866,8104,554,057
Marnie H. Wilking89,436,0141,459,02571,3404,554,057

The proposal to approve, on an advisory basis, executive compensation was approved by the following vote:
For87,290,580
Against3,591,016
Abstain84,783
Broker Non-Votes4,554,057

The proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as auditors for 2024 was approved by the following vote:
For89,307,210
Against6,150,028
Abstain63,198
Broker Non-Votes0




SIGNATURES
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.
 
 
Robert Half Inc.
Date: May 16, 2024
 By: /s/    EVELYN CRANE-OLIVER
 Name: Evelyn Crane-Oliver
 Title: Senior Vice President, Secretary and General Counsel


v3.24.1.1.u2
Cover Page
May 15, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 15, 2024
Entity Registrant Name Robert Half Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 01-10427
Entity Central Index Key 0000315213
Amendment Flag false
Entity Tax Identification Number 94-1648752
Entity Address, Address Line One 2884 Sand Hill Road, Suite 200,
Entity Address, City or Town Menlo Park,
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94025
City Area Code 650
Local Phone Number 234-6000
Trading Symbol RHI
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Security Exchange Name NYSE
Title of 12(b) Security Common Stock, Par Value $.001 per Share
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