8-K - RHI - Equibles

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

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Robert Half Inc.

(Exact name of registrant as specified in its charter)

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Delaware	01-10427	94-1648752
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)
2884 Sand Hill Road, Suite 200,	Menlo Park,	CA	94025
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(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.)

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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):

☐	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))
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Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon 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 5.07	Submission 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:

Nominee	For	Against	Abstain	Broker Non-Votes
Jana L. Barsten	90,856,429	37,877	72,073	4,554,057
Julia L. Coronado	89,439,555	1,457,186	69,638	4,554,057
Dirk A. Kempthorne	88,799,170	2,095,819	71,390	4,554,057
Harold M. Messmer, Jr.	88,673,189	2,226,462	66,728	4,554,057
Marc H. Morial	89,534,458	1,361,582	70,339	4,554,057
Robert J. Pace	85,153,395	5,740,285	72,699	4,554,057
Frederick A. Richman	83,212,025	7,681,957	72,397	4,554,057
M. Keith Waddell	89,814,391	1,085,178	66,810	4,554,057
Marnie H. Wilking	89,436,014	1,459,025	71,340	4,554,057

The proposal to approve, on an advisory basis, executive compensation was approved by the following vote:

For	87,290,580
Against	3,591,016
Abstain	84,783
Broker Non-Votes	4,554,057

The proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as auditors for 2024 was approved by the following vote:

For	89,307,210
Against	6,150,028
Abstain	63,198
Broker Non-Votes	0

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