8-K 1 rhimay20198-k.htm 8-K Document


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 22, 2019
 ____________________
 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
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 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. ¨





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.


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:
Nominee
 
 
For
Against
Abstain
Broker Non-Votes
Julia L. Coronado
 
93,515,968

70,577

44,020

6,651,516

Dirk A. Kempthorne
 
92,913,541

650,117

66,907

6,651,516

Harold M. Messmer, Jr.
 
85,479,998

5,298,004

2,852,563

6,651,516

Marc H. Morial
 
92,916,212

648,518

65,835

6,651,516

Barbara J. Novogradac
 
91,895,168

1,690,081

45,316

6,651,516

Robert J. Pace
 
91,939,086

1,623,281

68,198

6,651,516

Frederick A. Richman
 
87,955,765

5,608,051

66,749

6,651,516

M. Keith Waddell
 
88,733,543

4,845,271

51,751

6,651,516


The proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as auditors for 2019 was approved by the following vote:
For
98,296,923

Against
1,945,255

Abstain
39,903

Broker Non-Votes


The proposal to approve the amended and restated Stock Incentive Plan was approved by the following vote:
For
86,855,752

Against
6,684,662

Abstain
90,151

Broker Non-Votes
6,651,516


The proposal to approve, on an advisory basis, executive compensation was approved by the following vote:
For
82,297,810

Against
10,681,572

Abstain
651,183

Broker Non-Votes
6,651,516

    






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.
 
 
 
Robert Half International Inc.
 
 
 
Date: May 24, 2019
 
By:
 
/s/   EVELYN CRANE-OLIVER
 
 
Name:
 
Evelyn Crane-Oliver
 
 
Title:
 
Senior Vice President, Secretary and General Counsel