12 unchanged sentences
Other Information
−Removed: 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.
−Removed: Such updates include, without limitation, requiring:
−Removed: (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.
−Removed: In addition, the amendments made certain conforming changes to procedural provisions to reflect recent amendments to the Delaware General Corporation Law.
−Removed: The amendments also reflect other immaterial administrative, ministerial and conforming revisions.
−Removed: 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.
−Removed: 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.
+Added: The information required by Items 10 through 14 of Part III is incorporated by reference from Item 1 of this report and from the Company’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, ” “ Independent Registered Public Accounting Firm, ” and “ Equity Compensation Plan Information ,” 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 2024.
+Added: The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2023.
Exhibits and Financial Statement Schedules
11 unchanged sentences
Schedules I, III, IV and V have been omitted as they are not applicable.
−Removed: 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 By-Laws of Robert Half International Inc .
+Added: 3.1 Restated Certificate of Incorporation of Robert Half Inc., incorporated by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated July 17, 2023.
+Added: 3.2 Amended and Restated By-Laws of Robert Half Inc., incorporated by reference to Exhibit 3.2 to Registrant’s Current Report on Form 8-K dated July 17, 2023.
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 , effective January 1, 2023.
−Removed: *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 .
+Added: *10.9 Senior Executive Retirement Plan, as amended and restated, effective January 1, 2023 , incorporated by reference to Exhibi t 10.9 to the Registrant's Annual Report o n Form 10 -K for the fiscal year ended December 31, 2022.
+Added: *10.10 Form of Part-Time Employment Agreement, as amended and restated .
*10.11 Annual Performance Bonus Plan, as amended and restated, incorporated by reference to Exhibit 99.1 to Registrant’s Current Report on Form 8-K dated May 23, 2013 .
12 unchanged sentences
10.23 Amendment No.1, dated May 6, 2021 to Credit Agreement Dated as of May 11, 2020, incorporated by reference to Exhibit 10.3 to Registrant's Current Report on Form 8-K dated May 11, 2021.
+Added: 10.24 Amendment No.
+Added: 2, dated May 11, 2023 to Credit Agreement Dated as of May 11, 2020, incorporated by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K as of May 11, 2023.
+Added: 10.25 Severance Agreement dated July 31, 2023 between Registrant and Michael C.
+Added: Buckley incorporated by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023.
+Added: 10.26 Severance Agreement dated July 31, 2023 between Registrant and Joseph A.
+Added: Tarantino incorporated by reference to Exhibit 10.2 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023.
+Added: 10.27 Part-Time Agreement dated July 31, 2023 between Registrant and Joseph A.
+Added: Tarantino incorporated by reference to Exhibit 10.3 to Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2023.
21.1 Subsidiaries of the Registrant
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32.2 Rule 1350 Certification of Chief Rule 1350 Certification of Chief Financial Officer.
+Added: 97.1 Robert Half Inc.
+Added: Clawback Policy
101.INS Inline XBRL Instance Document
10 unchanged sentences
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: ROBERT HALF INTERNATIONAL INC.
+Added: ROBERT HALF INC.
February 20, 2024
15 unchanged sentences
February 20, 2024
+Added: /s/ J ANA L .
+Added: Barsten, Director
+Added: February 20, 2024
/s/ J ULIA L.
11 unchanged sentences
February 20, 2024
−Removed: /s/ M ARNIE H USS W ILKING
−Removed: Marnie Huss Wilking, Director
+Added: /s/ M ARNIE H.
+Added: Wilking, Director
February 20, 2024
17 unchanged sentences
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.