Shareholder Vote

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 18, 2022   ____________________ 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, Suite 200, 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, Par Value $.001 per Share RHI New 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 18, 2022, 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 seven 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 2022. The vote for directors was as follows: Nominee For Against Abstain Broker Non-Votes Julia L. Coronado 90,618,906 3,572,576 39,631 4,352,138 Dirk A. Kempthorne 86,559,963 7,496,941 174,209 4,352,138 Harold M. Messmer, Jr. 88,413,109 5,784,381 33,623 4,352,138 Marc H. Morial 86,617,747 7,439,517 173,849 4,352,138 Robert J. Pace 79,046,808 15,142,653 41,652 4,352,138 Frederick A. Richman 74,374,979 19,066,891 789,243 4,352,138 M. Keith Waddell 91,470,214 2,727,122 33,777 4,352,138 The proposal to approve, on an advisory basis, executive compensation was approved by the following vote: For 87,624,513 Against 6,315,676 Abstain 290,924 Broker Non-Votes 4,352,138 The proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as auditors for 2022 was approved by the following vote: For 94,367,392 Against 4,188,777 Abstain 27,082 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 International Inc. Date: May 19, 2022   By:   /s/    EVELYN CRANE-OLIVER   Name:   Evelyn Crane-Oliver   Title:   Senior Vice President, Secretary and General Counsel