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 15, 2024   ____________________ Robert Half 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 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