of directors is a majority of the votes cast, and the voting standard with respect
to each proposal other than the election of directors is a majority of the shares of Common Stock present online or by proxy at the Meeting and entitled to vote. Abstentions will have no impact on the election of directors but will count as a
vote against each of the other proposals. Broker non-votes will not be counted for purposes of determining whether a proposal has been approved. The Board recommends you vote “FOR” each of the director nominees named in Proposal 1, and “FOR”
Proposals 2 and 4, and 1 YEAR for Proposal 3. Proxies solicited by the Board will be voted in accordance with the Board’s recommendations unless stockholders specify in their proxies to the contrary.
Please note that if you are a beneficial stockholder (i.e., you hold
your shares through a broker, bank or other nominee) and do not provide specific voting instructions to the organization that holds your shares, that organization is not authorized to vote your shares (resulting in a “broker non-vote”) on any
proposal other than proposals deemed “routine” by the NYSE, if any, and even then we are aware that some brokers, banks and nominees are choosing not to exercise such voting authority. Accordingly, we encourage you to vote your shares promptly.
Transactions with Related Persons
In 2022, the Company provided consulting and talent solutions
services in the ordinary course of business to The Vanguard Group, Inc BlackRock LLC, and Capital World Investors, each of whom are greater than 5% stockholders of the Company, with billings totaling $925,687, $664,559 and $3,966,212
respectively.
In addition, the Company temporarily invests a portion of its cash
in mutual funds and other short-term investments owned or managed by BlackRock pursuant to which the Company receives interest or dividend payments similar to those received by other investors in the funds. During 2022, the Company received
$1,264,176.36 in interest and dividends from funds or accounts affiliated with BlackRock.
The Nominating and Governance Committee approved these ongoing
transactions and approved the continuation of these services under similar terms for 2023.
Policy Regarding Transactions with Related Persons
The Company’s written policy with respect to related party
transactions is that directors and officers are expected to report any transaction that the Company potentially would be required to disclose pursuant to Item 404(a) of SEC Regulation S-K (a “Related-Party Transaction”) to the Nominating and
Governance Committee. All such Related-Party Transactions shall be subject to the review and approval of the non-interested members of the Nominating and Governance Committee. In determining whether to approve any such transaction, the Nominating
and Governance Committee will consider such factors as it deems relevant, including, but not limited to, whether the transaction is on terms comparable to those that could be obtained in arm’s length negotiations with an unrelated third party.
This policy is expressed in the Company’s Corporate Governance Guidelines, which are available on the Company’s website at www.roberthalf.com in the “Corporate Governance” section under “Investor
Center.”
Proposal of Matters for Inclusion in
2024 Proxy Statement
In order to be included in the Company’s proxy statement and form of
proxy for the 2024 annual meeting of stockholders, a stockholder proposal must, in addition to satisfying the other requirements of the Securities and Exchange Commission’s rules and regulations, be received at the principal executive offices of
the Company no later than the close of business (5:00 p.m. Pacific Time) on December 15, 2023.
The By-Laws of the Company provide for “proxy access.” The proxy
access by-law permits a stockholder or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding Common Stock continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees
constituting up to 25% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the informational and other requirements specified in Article II, Section 9(a)(3) of our By-Laws. Pursuant to the proxy access by-law, a stockholder
wishing to nominate a director must provide notice addressed to and received by the Corporate Secretary at the principal executive offices of the Company not less than 120 days nor more than 150 days prior to the first anniversary of the date on
which the Company’s definitive proxy statement was released to stockholders in connection with the prior year’s annual meeting (unless the date of the annual meeting is more than 30 days before or 60 days after such anniversary date, in which
case special rules apply). Accordingly, to be timely for inclusion in the proxy materials for the Company’s 2024 annual meeting, the Company must receive a stockholder’s notice to nominate a director using the Company’s proxy materials between
November 15, 2023, and the close of business (5:00 p.m. Pacific Time) on December 15, 2023, inclusive.
