12 unchanged sentences
Other Information
+Added: On February 9, 2023, the Board of Directors amended and restated the Company’s By-Laws, effective immediately, to modify “Article II, Meeting of Stockholders.” The amendments were primarily implemented to update certain procedures and disclosures required in connection with shareholder director nominations and business proposals, including to address newly adopted Rule 14a-19 of the Securities Exchange Act of 1934, as amended.
+Added: Such updates include, without limitation, requiring:
+Added: (i) a nominating shareholder to represent whether it intends to solicit proxies in accordance with Rule 14a-19 and to certify that it has satisfied Rule 14a-19, (ii) requiring additional background information and disclosures regarding the nominating shareholders, proposed director candidates, and other persons related to a shareholder’s solicitation of proxies be provided and (iii) requiring that any stockholder soliciting proxies use a proxy card color other than white.
+Added: In addition, the amendments made certain conforming changes to procedural provisions to reflect recent amendments to the Delaware General Corporation Law.
+Added: The amendments also reflect other immaterial administrative, ministerial and conforming revisions.
+Added: The foregoing description is qualified in its entirety by reference to the Amended and Restated By-Laws that are attached hereto as Exhibit 3.2 and incorporated herein by reference.
Except as provided below in this Part III, the information required by Items 10 through 14 of Part III is incorporated by reference from Item 1 of this Report and from the registrant’s Proxy Statement, under the captions “Nomination and Election of Directors,” “Beneficial Stock Ownership,” “Compensation Discussion and Analysis,” “Compensation Tables,” “Corporate Governance,” “The Board and Committees” and “Independent Registered Public Accounting Firm” which Proxy Statement will be mailed to stockholders in connection with the registrant’s annual meeting of stockholders, which is scheduled to be held in May 2023.
13 unchanged sentences
3.1 Restated Certificate of Incorporation, incorporated by reference to Exhibit 3.1 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009 .
−Removed: 3.2 Amended and Restated By-Laws, incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K dated February 13, 2020.
+Added: 3.2 By-Laws of Robert Half International Inc .
4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
11 unchanged sentences
*10.8 Form of Indemnification Agreement for Executive Officers of Registrant, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2000 .
−Removed: *10.9 Senior Executive Retirement Plan, as amended and restated December 15, 2019, incorporated by reference to Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
+Added: *10.9 Senior Executive Retirement Plan, as amended and restated , effective January 1, 2023.
*10.10 Form of Part-Time Employment Agreement, as amended and restated, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2014 .
1 unchanged sentence
*10.12 Summary of Outside Director Cash Remuneration, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010 .
−Removed: 10.13 Stock Incentive Plan, as amended and restated, d ated February 10, 2022.
+Added: *10.13 Stock Incentive Plan, as amended and restated, incorporated by reference to Exhibit 10.13 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
*10.14 Stock Incentive Plan—Form of Restricted Share Agreement for Executive Officers effective through February 11, 2020, incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2013 .
52 unchanged sentences
February 10, 2023
−Removed: /s/ B ARBARA J.
−Removed: Novogradac, Director
−Removed: February 14, 2022
/s/ R OBERT J.
4 unchanged sentences
February 10, 2023
+Added: /s/ M ARNIE H USS W ILKING
+Added: Marnie Huss Wilking, Director
+Added: February 10, 2023
/s/ M ICHAEL C.
7 unchanged sentences
Year ended December 31, 2020
−Removed: Allowance for doubtful accounts receivable $ 27,678 9,868 ( 8,687 ) ( 103 ) $ 28,756
+Added: Allowance for credit losses $ 23,443 4,200 ( 7,906 ) ( 120 ) $ 19,617
Deferred tax valuation allowance $ 21,618 3,462 ( 2,333 ) 1,385 $ 24,132
Year ended December 31, 2021
−Removed: Allowance for credit losses $ 23,443 (a) 4,200 ( 7,906 ) ( 120 ) $ 19,617
+Added: Allowance for credit losses $ 19,617 9,464 ( 6,827 ) ( 724 ) $ 21,530
Deferred tax valuation allowance $ 24,132 5,635 ( 3,936 ) ( 1,633 ) $ 24,198
2 unchanged sentences
Deferred tax valuation allowance $ 24,198 2,033 ( 1,467 ) ( 1,193 ) $ 23,571
−Removed: (a) In accordance with its adoption of ASC 326 Current Expected Credit Losses Model, on January 1, 2020, the Company established allowances based on expected losses due to credit risk of its customers.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.