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 17, 2023   ____________________ 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 17, 2023, 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) to approve, on an advisory basis, executive compensation, (3) an advisory vote on the frequency of future advisory votes on executive compensation, and (4) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2023. The vote for directors was as follows: Nominee For Against Abstain Broker Non-Votes Julia L. Coronado 88,330,887 3,459,809 76,741 4,500,724 Dirk A. Kempthorne 87,767,754 4,015,031 84,652 4,500,724 Harold M. Messmer, Jr. 87,965,669 3,579,069 322,699 4,500,724 Marc H. Morial 87,779,797 4,002,795 84,845 4,500,724 Robert J. Pace 83,876,973 7,912,598 77,866 4,500,724 Frederick A. Richman 75,055,621 16,727,088 84,728 4,500,724 M. Keith Waddell 89,889,783 1,905,147 72,507 4,500,724 Marnie H. Wilking 91,379,366 410,669 77,402 4,500,724 The proposal to approve, on an advisory basis, executive compensation was approved by the following vote: For 87,435,951 Against 4,191,897 Abstain 239,589 Broker Non-Votes 4,500,724 The results of the advisory vote on the frequency of future advisory votes on executive compensation were as follows: 1 Year 88,516,818 2 Years 649,283 3 Years 2,622,510 Abstain 78,826 Broker Non-Votes 4,500,724 The proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as auditors for 2023 was approved by the following vote: For 90,985,936 Against 5,314,102 Abstain 68,123 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 18, 2023   By:   /s/    EVELYN CRANE-OLIVER   Name:   Evelyn Crane-Oliver   Title:   Senior Vice President, Secretary and General Counsel