12 unchanged sentences
Other Information
−Removed: 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 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 “ Directors, ” “ Beneficial Stock Ownership, ” “ Compensation Discussion and Analysis, ” “ Compensation Tables, ” “ Transactions with Related Persons, ” “ The Board and Committees, ” “ Auditor Matters, ” " Insider Trading Policy , " and “ Compensation ,” 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 2025.
The Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the fiscal year ended December 31, 2024.
13 unchanged sentences
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.
−Removed: 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.
+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 10-Q dated May 2, 2024.
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 , 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.
−Removed: *10.10 Form of Part-Time Employment Agreement, as amended and restated .
−Removed: *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 .
+Added: *10.9 Senior Executive Retirement Plan, as amended and restated, effective January 1, 2023, incorporated by reference to Exhibit 10.9 to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
+Added: *10.10 Form of Part-Time Employment Agreement, as amended and restated, incorporated by reference to Exhibit 10.10 to Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
+Added: *10.11 Annual Performance Bonus Plan, as amended and restated effective February 13, 2024 .
*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 .
19 unchanged sentences
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.
+Added: 10.28 Protiviti U.
+Added: Executive Management Savings Plan , as amended and restated e ffective July 17, 2023
+Added: 19.1 Policy on Compliance with Securities Laws
21.1 Subsidiaries of the Registrant
5 unchanged sentences
97.1 Robert Half Inc.
−Removed: Clawback Policy
+Added: Clawback Policy, incorporated by reference to Exhibit 97.1 on Form 10-K for the fiscal year ended December 31, 2023 .
101.INS Inline XBRL Instance Document
20 unchanged sentences
M ESSMER , J R .
−Removed: Executive Chairman of the Board,
+Added: Chairman of the Board,
and a Director
42 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.