8-K

Robert Half International Inc.

Date: February 13, 2020

/s/ EVELYN CRANE-OLIVER

Name:

Title:

Evelyn Crane-Oliver

Senior Vice President, Secretary and General Counsel

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) February 12, 2020

Robert Half International 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, Menlo Park, CA		94025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (650) 234-6000

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.001 per share

RHI

New York Stock Exchange

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))

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. ☐

Item 5.02

The information contained in Item 5.03 is incorporated by reference herein.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 12, 2020, the Board of Directors amended and restated the Company’s By-Laws to modify Article VI, Officers. Specifically, the amendments were to remove the “Office of the President” as well as to make other, non-substantive changes. This amendment follows the recent leadership transition announced by the Company in November 2019 where Harold M. Messmer, Jr. resigned as Chief Executive Officer and assumed the position of Executive Chairman. The Board of Directors determined that M. Keith Waddell, the successor to Mr. Messmer, would hold the office of President and Chief Executive Officer for the Company.

The foregoing description is qualified in its entirety by reference to the Amended and Restated By-Laws that are attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit		Description

	3.2	By-laws of Robert Half International Inc.

	104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.