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 23, 2013
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 23, 2013, the registrant held its annual meeting of stockholders. The five 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 2013, (3) the approval of the amended and restated Annual Performance Bonus Plan, (4) the approval of the amended and restated Stock Incentive Plan, and (5) 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 |
111,055,745 | 2,643,968 | 11,483,058 | |||||||||
| Harold M. Messmer, Jr. |
108,667,367 | 5,032,346 | 11,483,058 | |||||||||
| Barbara J. Novogradac |
113,297,766 | 401,947 | 11,483,058 | |||||||||
| Robert J. Pace |
113,221,201 | 478,512 | 11,483,058 | |||||||||
| Frederick A. Richman |
112,512,873 | 1,186,840 | 11,483,058 | |||||||||
| M. Keith Waddell |
99,225,653 | 14,474,060 | 11,483,058 | |||||||||
The proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as auditors for 2013 was approved by the following vote:
| For |
123,805,653 | |||
| Against |
1,309,210 | |||
| Abstain |
67,908 | |||
| Broker Non-Votes |
0 |
The proposal to approve the amended and restated Annual Performance Bonus Plan was approved by the following vote:
| For |
108,878,383 | |||
| Against |
4,689,474 | |||
| Abstain |
131,632 | |||
| Broker Non-Votes |
11,483,282 |
The proposal to approve the amended and restated Stock Incentive Plan was approved by the following vote:
| For |
110,079,775 | |||
| Against |
3,151,173 | |||
| Abstain |
468,541 | |||
| Broker Non-Votes |
11,483,282 |
The advisory resolution to approve executive compensation was approved by the following vote:
| For |
108,159,912 | |||
| Against |
5,388,513 | |||
| Abstain |
151,064 | |||
| Broker Non-Votes |
11,483,282 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Amended and Restated Annual Performance Bonus Plan. | |
| 99.2 | 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 24, 2013 |
By: | /s/ STEVEN KAREL | ||
| Name: | Steven Karel | |||
| Title: | Executive Vice President and Secretary | |||