8-KThe WireRoutine
Shareholder Vote
Filed May 23, 2014 · 12y ago · Accession 0001193125-14-211240
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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, 2014
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)
Registrants 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))
Item 5.07
Submission of Matters to a Vote of Security Holders.
On May 22, 2014, the registrant held its annual meeting of stockholders. The four matters presented to the stockholders at the annual meeting were (1) the election of six directors, (2) the
ratification of the appointment of PricewaterhouseCoopers LLP as auditors for 2014, (3) the approval of the amended and restated Stock Incentive Plan, and (4) an advisory vote to approve executive compensation.
The vote for directors was as follows:
Nominee
Shares For
Shares
withheld
Broker
Non-Votes
Andrew S. Berwick, Jr
108,999,103
6,441,996
7,732,289
Harold M. Messmer, Jr.
111,522,887
3,918,212
7,732,289
Barbara J. Novogradac
114,893,656
547,443
7,732,289
Robert J. Pace
114,181,014
1,260,085
7,732,289
Frederick A. Richman
114,068,145
1,372,954
7,732,289
M. Keith Waddell
102,984,187
12,456,912
7,732,289
The proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as auditors for
2014 was approved by the following vote:
For
121,476,019
Against
1,611,658
Abstain
85,711
Broker Non-Votes
0
The proposal to approve the amended and restated Stock Incentive Plan was approved by the following vote:
For
111,722,276
Against
3,586,742
Abstain
132,081
Broker Non-Votes
7,732,289
The advisory resolution to approve executive compensation was approved by the following vote:
For
110,467,922
Against
4,816,791
Abstain
156,386
Broker Non-Votes
7,732,289
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Description
99.1
Amended and Restated Stock Incentive Plan.
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 23, 2014
By:
/s/ S TEVEN
K AREL
Name:
Steven Karel
Title:
Executive Vice President and Secretary
Filing details
- Company
- ROBERT HALF INC.
- Ticker
- RHI
- CIK
- 315213
- Form type
- 8-K
- Filing date
- May 23, 2014
- Report date
- May 22, 2014
- Document
- d718445d8k.htm
- Size
- 137 KB