UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 22, 2019
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Robert Half International Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | | 01-10427 | | 94-1648752 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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| 2884 Sand Hill Road, Menlo Park, CA | | 94025 |
| (Address of principal executive offices) | | (Zip Code) |
NO CHANGE
(Former name or former address, if changed since last report.)
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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):
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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:
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| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| Common Stock | RHI | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the annual meeting of stockholders of Robert Half International Inc. (the “Company”) held on May 22, 2019 and described under Item 5.07 below, stockholders approved the amended and restated Stock Incentive Plan (the “Plan”), which had previously been adopted by the Company’s Board of Directors subject to stockholder approval.
The summary of the terms and conditions of the Plan contained on pages 44 to 51 of the Company’s 2019 Proxy Statement filed with the Securities and Exchange Commission on April 18, 2019, is incorporated herein by reference. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Plan, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 22, 2019, the Company held its annual meeting of stockholders. The four matters voted on by stockholders at the annual meeting were (1) the election of the eight directors named below, (2) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2019, (3) the approval of the amended and restated Stock Incentive Plan, and (4) to approve, on an advisory basis, executive compensation.
The vote for directors was as follows:
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| Nominee | | | For | Against | Abstain | Broker Non-Votes |
| Julia L. Coronado | | 93,515,968 |
| 70,577 |
| 44,020 |
| 6,651,516 |
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| Dirk A. Kempthorne | | 92,913,541 |
| 650,117 |
| 66,907 |
| 6,651,516 |
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| Harold M. Messmer, Jr. | | 85,479,998 |
| 5,298,004 |
| 2,852,563 |
| 6,651,516 |
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| Marc H. Morial | | 92,916,212 |
| 648,518 |
| 65,835 |
| 6,651,516 |
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| Barbara J. Novogradac | | 91,895,168 |
| 1,690,081 |
| 45,316 |
| 6,651,516 |
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| Robert J. Pace | | 91,939,086 |
| 1,623,281 |
| 68,198 |
| 6,651,516 |
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| Frederick A. Richman | | 87,955,765 |
| 5,608,051 |
| 66,749 |
| 6,651,516 |
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| M. Keith Waddell | | 88,733,543 |
| 4,845,271 |
| 51,751 |
| 6,651,516 |
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The proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as auditors for 2019 was approved by the following vote:
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| For | 98,296,923 |
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| Against | 1,945,255 |
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| Abstain | 39,903 |
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| Broker Non-Votes | — |
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The proposal to approve the amended and restated Stock Incentive Plan was approved by the following vote:
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| For | 86,855,752 |
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| Against | 6,684,662 |
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| Abstain | 90,151 |
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| Broker Non-Votes | 6,651,516 |
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The proposal to approve, on an advisory basis, executive compensation was approved by the following vote:
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| For | 82,297,810 |
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| Against | 10,681,572 |
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| Abstain | 651,183 |
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| Broker Non-Votes | 6,651,516 |
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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.
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| | | Robert Half International Inc. |
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| Date: May 24, 2019 | | By: | | /s/ EVELYN CRANE-OLIVER |
| | | Name: | | Evelyn Crane-Oliver |
| | | Title: | | Senior Vice President, Secretary and General Counsel |
