RHI May 2015 8-K


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 21, 2015
 
____________________
 
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 21, 2015, the registrant held its annual meeting of stockholders. The three 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 2015, and (3) 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.
 
106,054,670

 
6,550,737

 
9,432,446

Harold M. Messmer, Jr.
 
107,562,323

 
5,043,084

 
9,432,446

Barbara J. Novogradac
 
111,828,668

 
776,739

 
9,432,446

Robert J. Pace
 
110,766,909

 
1,838,498

 
9,432,446

Frederick A. Richman
 
110,708,297

 
1,897,110

 
9,432,446

M. Keith Waddell
 
97,614,452

 
14,990,955

 
9,432,446


The proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as auditors for 2015 was approved by the following vote:
For
119,477,702

Against
2,209,695

Abstain
350,456

Broker Non-Votes


The advisory resolution to approve executive compensation was approved by the following vote:
For
109,880,270

Against
2,281,881

Abstain
443,256

Broker Non-Votes
9,432,446



 





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 21, 2015
 
By:
 
/s/   EVELYN CRANE-OLIVER
 
 
Name:
 
Evelyn Crane-Oliver
 
 
Title:
 
Senior Vice President - Legal and Secretary