FilingIndex
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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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) 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)) 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
Ticker
RHI
CIK
315213
Form type
8-K
Filing date
May 23, 2014
Report date
May 22, 2014
Document
d718445d8k.htm
Size
137 KB