ROBERT HALF INC
For the period ended May 15, 2024. Filed Apr 12, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2024 · Filed Apr 12, 2024
RHI$41.84-2.7%Stored close · as of Nov 6, 2026
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
| Filed by the Registrant ☒ | Filed by a party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
ROBERT HALF INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
2884 Sand Hill Road, Suite 200, Menlo Park, California 94025
| To the Stockholders:The annual meeting of stockholders of ROBERT HALF INC. will be held online this year via live audiocast at www.virtualshareholdermeeting.com/RHI2024 at 10:00 a.m. PDT on Wednesday, May 15, 2024. The meeting will be held for the following purposes: | ||
| Notice of Annual Meeting of StockholdersDate:Wednesday,May 15, 2024Time:10:00 a.m. PDTPlace:Virtual Meeting | ||
|---|---|---|
| To elect the nine directors named in the proxy statement. | ||
| To cast an advisory vote to approve executive compensation. | ||
| To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024. | ||
| To transact such other business as may properly come before the meeting or any postponement or adjournment of the meeting. | ||
| Only stockholders of record at the close of business on March 25, 2024, are entitled to notice of, and to vote at, the meeting and any adjournment of the meeting. To attend the meeting online, vote, or submit questions during the meeting, stockholders of record will need to go to the meeting website listed above and log in using their 16-digit control number included on their proxy card or voting instruction form. Beneficial owners should review the proxy statement as well as their voting instruction form for instructions on how to participate in the annual meeting.In the event of a technical malfunction or other situation that the meeting chair determines may affect the ability of the meeting to satisfy the requirements for a meeting of stockholders to be held by means of remote communication under the Delaware General Corporation Law, or that otherwise makes it advisable to adjourn the meeting, the chair of the meeting will convene the meeting at 10:30 a.m. PDT on the date specified above and at the Company’s address specified above solely for the purpose of adjourning the meeting to reconvene at a date, time and physical or virtual location announced by the meeting chair. Under either of the foregoing circumstances, we will post information regarding the announcement on the events calendar page of the Company’s website at www.roberthalf.com/investor-center/events-calendar.Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on May 15, 2024. Pursuant to rules promulgated by the Securities and Exchange Commission ("SEC"), we have elected to provide access to our proxy materials both by sending you this full set of proxy materials, including a proxy card, and by notifying you of the availability of our proxy materials on the Internet. This proxy statement and our 2023 Annual Report to Stockholders are available at www.roberthalf.com/14aFilings and www.roberthalf.com/AnnualReport, respectively. | ||
By order of the Board of Directors
Evelyn Crane-Oliver
Secretary
Menlo Park, California
April 12, 2024
—IMPORTANT—Whether or not you plan to attend the meeting online, please cast your vote before the meeting by following the directions on the materials provided to you. If you attend the meeting and so desire, you may withdraw your proxy and vote online during the meeting.Thank you for acting promptly.
| Proxy Summary | 1 |
|---|---|
| Business Highlights | 1 |
| Corporate Governance at a Glance | 3 |
| Proxy Statement | 5 |
| Caution Regarding Forward-Looking Statements | 5 |
| Board and Governance | 6 |
| PROPOSAL 1 – Election of Directors | 6 |
| Directors | 6 |
| Directors Skills Matrix | 12 |
| Director Independence | 12 |
| Chief Executive Officer Succession Plan | 13 |
| Director Succession Plan | 13 |
| Commitment to Board and Executive Diversity | 13 |
| Board Evaluations and Director Commitments | 13 |
| Board of Directors Leadership Structure | 13 |
| Accolades | 15 |
| Risk Oversight Role | 16 |
| Environmental, Social and Governance | 17 |
| The Board and Committees | 20 |
| Nominating and Governance Committee | 21 |
| Audit Committee | 21 |
| Compensation Committee | 22 |
| Stockholder Communication with Directors | 23 |
| Available Information and Website References | 23 |
| Compensation | 24 |
| PROPOSAL 2 – Advisory Vote on Executive Compensation | 24 |
| Compensation Discussion and Analysis | 25 |
| 2023 Highlights | 26 |
| Executive Officers | 26 |
| Engaging with Stockholders | 27 |
| Compensation Risk and Governance | 28 |
| 2023 Compensation Highlights | 30 |
|---|---|
| Compensation Philosophy - Pay for Performance | 35 |
| Compensation Process | 36 |
| 2023 Policy Regarding Compensation in Excess of $1 Million a Year | 37 |
| Other Benefits | 37 |
| Compensation Tables | 39 |
| Protiviti Managing Director Incentive Compensation Program | 43 |
| Employment Agreements and Potential Payments upon Termination or Change in Control | 44 |
| Estimated Potential Post-Employment Payments | 46 |
| CEO Pay Ratio | 47 |
| Pay Versus Performance | 48 |
| Equity Compensation Plan Information | 52 |
| 2023 Director Compensation | 52 |
| Required Director Ownership | 53 |
| Auditor Matters | 54 |
| PROPOSAL 3 – Ratification of Independent Registered Public Accounting Firm | 54 |
| Audit Committee Policy Regarding Preapproval of Services of Independent Auditors | 55 |
| General Information Section | 56 |
| Beneficial Stock Ownership | 56 |
| Information on Annual Meeting and Proxy Materials | 57 |
| Voting Tabulation Information | 58 |
| Transactions with Related Persons | 59 |
| Policy Regarding Transactions with Related Persons | 59 |
| Delinquent Section 16(a) Reports | 59 |
| Proposal of Matters for Inclusion in 2025 Proxy Statement | 59 |
| Presentation of Business at the 2025 Annual Meeting of Stockholders | 60 |
| Delivery of Proxy Materials to Stockholders Sharing an Address | 60 |
| Other Matters | 61 |
| Appendix A | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.