HomeMy WebLinkAboutContract 56223-NC1Memorandum CSC No. 56223-NC1
Date: 4/29/2024
To: JB Strong, Sr. Assistant City Attorney
To: John Samford — Assistant Finance Director & City Treasurer/ Contract
Compliance Manager
Reginald Zeno — Chief Financial Services Officer
Return to: Tracy Walter — FMS/Vendor Management
Re: Robert Half International, Inc to Robert Half Inc. Name change only
Prior Name: Robert Half International, Inc
New Name: Robert Half Inc
Supplier id: 0000032710
CSCO: 56223
APPROVED BY:
JB Strong, Sr. Assistant City Attorney
APPROVAL DATE: Apr 30, 2024
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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) July 17, 2023
Delaware
(State or other jurisdiction
of incorporation)
Robert Half Inc.
(Exact name of registrant as specified in its charter)
01-10427
(Commission
File Number)
94-1648752
(IRS Employer
Identification No.)
2884 Sand Hill Road, Suite 200, 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))
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on which
Title of each class Trading Symbol(s) registered
Common Stock, Par Value $.001 per Share RHI New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ❑
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ❑
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective July 17, 2023, Robert Half International Inc. (the "Company") changed the Company's legal name from
"Robert Half International Inc." to "Robert Half Inc." through an amendment to the Company's Restated Certificate of
Incorporation (the "Certificate of Incorporation"). Upon the effectiveness of the new legal name, the Company restated the
Certificate of Incorporation to reflect this amendment and amended and restated the By -Laws to reflect the Company's new
legal name.
The foregoing description is qualified in its entirety by reference to the Restated Certificate of Incorporation and
Amended and Restated By -Laws that are attached hereto as Exhibits 3.1 and 3.2, respectively, and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Description
3.1 Restated Certificate of Incorporation of Robert Half Inc.
3.2 Amended and Restated By -Laws of Robert Half Inc.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline
XBRL document.
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 Inc.
Date: July 17, 2023 By: /s/ EVELYN CRANE-OLIVER
Name: Evelyn Crane -Oliver
Title: Senior Vice President, Secretary and General Counsel
Restated Certificate of Incorporation of Robert Half Inc.
RESTATED CERTIFICATE OF INCORPORATION
of
ROBERT HALF INC.,
a Delaware corporation
Robert Half Inc., a corporation organized and existing under the laws of the State of
Delaware, DOES HEREBY CERTIFY:
FIRST: The present name of the Corporation is Robert Half Inc.
SECOND: The Corporation was originally incorporated under the name Boothe Interim
Corporation.
THIRD: The date of filing of the Corporation's original Certificate of Incorporation
with the Secretary of State of the State of Delaware was October 18, 1979.
FOURTH: This Restated Certificate of Incorporation only restates and integrates the
provisions of the Corporation's Certificate of Incorporation as previously restated, amended or
supplemented, and there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.
FIFTH: This Restated Certificate of Incorporation has been duly adopted in
accordance with the applicable provisions of Section 245 of the General Corporation Law of the
State of Delaware by the Corporation's Board of Directors.
SIXTH: The Certificate of Incorporation is hereby restated to read in full as follows:
1. Name. The name of the Corporation is Robert Half Inc.
2. ReQistered Office. The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801.
The name of its registered agent at such address is The Corporation Trust Company.
3. Purposes. The purpose of the Corporation is to engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the State of Delaware.
4. Capital Stock.
A. Authorized Capital. The Corporation is authorized to issue two classes of shares of
stock to be designated respectively "preferred" and "common." The total number of
shares which the Corporation is authorized to issue is two hundred sixty-five million
(265,000,000), and the aggregate par value of all shares that are to have a par value
shall be $265,000. The number of common shares authorized is two hundred sixty
million (260,000,000), each such share to have a par value of $.001, and the number
Restated Certificate of Incorporation of Robert Half Inc.
of preferred shares authorized is five million (5,000,000), each such share to have a
par value of $.001.
B. Common Stock. The holders of shares of common stock shall be entitled to receive
such dividends as may be declared by the Board of Directors. In the event of
voluntary or involuntary liquidation of the Corporation, the holders of shares of
common stock shall be entitled to receive pro rata all of the remaining assets of the
Corporation available for distribution to its stockholders after all amounts to which
the holders of shares of preferred stock are entitled have been paid or set aside in cash
for payment. Except as may be otherwise required by law or this Certificate of
Incorporation, each holder of record of each share of common stock shall be entitled
to one vote for each such share standing in his name on the books of the Corporation.
C. Preferred Stock. The designations and the powers, preferences and rights, and the
qualifications, limitations or restrictions thereof, of the preferred stock shall be as
follows:
The preferred stock may be issued from time to time in one or more series. The Board of
Directors is expressly authorized at any time, and from time to time, to provide for the issuance
of shares of preferred stock in one or more series, with such voting powers, full or limited, or
without voting powers and with such designations, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or restrictions thereon, as shall be
stated and expressed in the resolution or resolutions providing for the issue thereof adopted by
the Board of Directors, and as are not stated and expressed in this Certificate of Incorporation, or
any amendment thereto, including (but without limiting the generality of the foregoing) the
following:
(a) the distinctive serial designation of such series and the number of shares
constituting a series;
(b) the dividend rate of such series, the conditions and dates upon which such
dividends shall be payable, the preference or relation which such dividends shall bear
to the dividends payable on any other class or classes or of any other series of capital
stock, and whether such dividends shall be cumulative or noncumulative;
(c) whether the shares of such series shall be subject to redemption by the
Corporation, and, if made subject to such redemption, the times, prices and other
terms and conditions of such redemption;
(d) whether the shares are entitled to the benefit of a sinking or retirement
fund to be applied to the purchase or redemption of shares of a series and, if so
entitled, the amount of the fund and the manner of its application, including the price
or prices at which the shares may be redeemed or purchased through the application
of the fund;
(e) whether or not the shares of such series shall be convertible into or
exchangeable for, shares of any other class or classes or of any other series of any
class or classes of capital stock of the Corporation, and, if provision be made for
conversion or exchange, the times, prices, rates, adjustments, and other terms and
conditions of such conversion or exchange;
Restated Certificate of Incorporation of Robert Half Inc.
stock;
(f) the voting powers, full or limited, if any, of the shares of the series;
(g) the restrictions, if any, on the issue or reissue of any additional preferred
(h) the rights of the holders of the shares of such series upon the dissolution
of, or upon the distribution of assets of, the Corporation.
There is hereby expressly granted to the Board of Directors of the Corporation authority
to increase or decrease the number of shares of any series subsequent to the issue of shares of
that series, but not below the number of shares of that series then outstanding. In case the number
of shares of any series shall be so decreased, the shares constituting such decrease shall resume
the status which they had prior to the adoption of the resolution originally fixing the number of
shares of such series.
5. Management of Business. The business and affairs of the Corporation shall be managed by or
under the direction of the Board of Directors and the directors need not be elected by ballot
unless required by the By-laws of the Corporation.
6. By-laws. In furtherance and not in limitation of the powers conferred by statute, the Board of
Directors and Stockholders are each expressly authorized to make, alter or repeal the By-laws
of the Corporation.
7. Amendments. The Corporation reserves the right to amend and repeal any provision
contained in this Certificate of Incorporation in the manner prescribed by the laws of the
State of Delaware. All rights herein conferred are granted subject to this reservation.
8. Elimination of Certain Liabilitv of Directors. A director of the Corporation shall not be
personally liable to the Corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii) under Section
174 of the Delaware General Corporation Law, or (iv) for any transaction from which the
director derived any improper personal benefit. Any repeal or modification of the preceding
sentence by the stockholders of the Corporation shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal or modification.
9 Indemnification and Insurance.
(a) Rieht to Indemnification. Each person who was or is made a party or is threatened to be
made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director, officer or employee of the
Corporation or is or was serving at the request of the Corporation as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans (hereinafter an "indemniee"), whether the basis of
such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in
any other capacity while serving as a director, officer, employee or agent, shall be indemnified and
held harmless by the Corporation to the fullest extent authorized by the Delaware General
Restated Certificate of Incorporation of Robert Half Inc.
Corporation Law, against all expense, liability and loss (including attorneys' fees, judgments, fines,
ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or
suffered by such indemnitee in connection therewith and such indemnification shall continue as to an
indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit
of the indemnitee's heirs, executors and administrators; provided, however, that, except as provided
in paragraph (b) hereof with respect to proceedings to enforce rights to indemnification, the
Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of
Directors of the Corporation. The right to indemnification conferred in this Article shall be a contract
right and shall include the right to be paid by the Corporation the expenses incurred in defending any
such proceeding in advance of its final disposition (hereinafter an "advancement of expenses");
Drovided, however, that, if the Delaware General Corporation Law requires, an advancement of
expenses incurred by an indemnitee in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such indemnitee, including without limitation,
service to an employee benefit plan) shall be made only upon delivery to the Corporation of an
undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall
ultimately be determined by final judicial decision from which there is no further right to appeal
that such indemnitee is not entitled to be indemnified for such expenses under this Article or
otherwise (hereinafter an "undertaking").
(b) Right of Indemnitee to Bring Suit. If a claim under paragraph (a) of this Article is not paid
in full by the Corporation within sixty days after a written claim has been received by the
Corporation, except in the case of a claim for an advancement of expenses, in which case the
applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any
such suit or in a suit brought by the Corporation to recover an advancement of expenses pursuant to
the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of
prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to
indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an
advancement of expenses) it shall be a defense that, and (ii) any suit by the Corporation to recover an
advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to
recover such expenses upon a final adjudication that, the indemnitee has not met the applicable
standard of conduct set forth in the Delaware General Corporation Law. Neither the failure of the
Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have
made a determination prior to commencement of such suit that indemnification of the indemnitee is
proper in the circumstances because the indemnitee has met the applicable standard of conduct set
forth in the Delaware General Corporation Law, nor an actual determination by the Corporation
(including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee
has not met such applicable standard of conduct, shall create a presumption that the indemnitee has
not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be
a defense to such suit. In any suit brought by the indemnitee to enforce a right hereunder, or by the
Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the
burden of proving that the indemnitee is not entitled to be indemnified or to such advancement of
expenses under this Article or otherwise shall be on the Corporation.
(c) Non-Exclusivitv of Rig_ hts. The rights to indemnification and to the advancement of
expenses conferred in this Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, this Certificate of Incorporation, by-law, agreement, vote
of stockholders or disinterested directors or otherwise.
(d) Insurance. The Corporation may maintain insurance, at its expense, to protect itself and
any director, officer, employee or agent of the Corporation or another corporation, partnership, joint
Restated Certificate of Incorporation of Robert Half Inc.
venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation
would have the power to indemnify such person against such expense, liability or loss under the
Delaware General Corporation Law.
(e) Indemnification of Aeents of the Corporation. The Corporation may, to the extent
authorized from time to time by the Board of Directors, grant rights to indemnification and to the
advancement of expenses to any agent of the Corporation to the fullest extent of the provisions of
this Article with respect to the indemnification and advancement of expenses of directors,
officers and employees of the Corporation.
[Signature page follows]
IN WITNESS WHEREOF, Robert Half Inc. has caused this Restated Certificate of
Incorporation to be signed by its duly authorized officer this 17' day of July, 2023.
ROBERT HALF INC.
By: /s/ Evelvn Crane -Oliver
Name: Evelyn Crane -Oliver
Title: Senior Vice President, Secretary & General Counsel
Amended and Restated By -Laws of Robert Half Inc.
As Amended and Restated Effective July 17, 2023
BY-LAWS
OF
ROBERT HALF INC.
ARTICLE I
OFFICES
Section 1. ReQistered Office. The registered office of the Corporation in the State of
Delaware shall be at 1209 Orange Street, City of Wilmington, County of New Castle.
Section 2. Principal Office for Transaction of Business. The principal office for the
transaction of the business of the Corporation shall be at 2884 Sand Hill Road, in the City of
Menlo Park, County of San Mateo, State of California. The Board of Directors may change
said principal office from one location to another within or without said City, County or State.
Section 3. Other Offices. The Corporation may have offices at such other place or
places, within or without the State of Delaware, as from time to time the Board of Directors
may determine or the business of the Corporation may require.
ARTICLE II
MEETING OF STOCKHOLDERS
Section 1. Place of Meetings. Meetings of the stockholders shall be held at such
place, if any, either within or without the State of Delaware as shall be fixed by the Board
of Directors and stated in the notice or waiver of notice of the meeting.
Section 2. Annual Meeting. The annual meeting of stockholders for the election of
directors and for the transaction of such other business as may come before the meeting shall
be held on such date in each year as the Chairman of the Board shall designate. The Board of
Directors shall present at each annual meeting a full and clear statement of the business and
condition of the Corporation.
Section 3. Special Meetings. A special meeting of the stockholders for any purpose or
purposes, unless otherwise prescribed by statute, may be called at any time by the Chairman of
the Board, the Vice Chairman of the Board or the Chief Executive Officer or by order of the
Board of Directors.
Section 4. Notice of Meetings. Except as otherwise provided by law or the Certificate
of Incorporation, notice of each meeting of stockholders shall be given, in a manner permitted by
the Delaware General Corporation Law, not less than ten nor more than sixty days before the
date of the meeting to each stockholder entitled to vote at such meeting, directed to their address
Amended and Restated By -Laws of Robert Half Inc.
as it appears upon the books of the corporation, said notice to specify the place, if any, date and
hour of the meeting, the means of remote communications, if any, by which stockholders and
proxy holders may be deemed to be present in person and vote at such meeting, the record date
for determining the stockholders entitled to vote at the meeting, if such date is different from the
record date for determining stockholders entitled to notice of the meeting and, unless it is the
annual meeting, the purpose or purposes of the meeting. Notice of any meeting of stockholders
may be waived in writing, either before or after such meeting, and will be waived by any
stockholder by their attendance thereat in person or by proxy, except when the person attends a
meeting for the express purpose of objecting at the beginning of the meeting, to the transaction
of any business because the meeting is not lawfully called or convened. Any stockholder so
waiving notice of such meeting shall be bound by the proceedings of any such meeting in all
respects as if due notice thereof had been given. Any previously scheduled meeting of the
stockholders may be postponed, and (unless the Certificate of Incorporation otherwise provides)
any special meeting of the stockholders may be cancelled, by resolution of the Board of
Directors upon public notice given prior to the date previously scheduled for such meeting of
stockholders.
Section 5. Ouorum and Adiournment. The holders of a majority of the stock issued
and outstanding and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at all meetings of the stockholders for the transaction of business except as
otherwise provided by statute or by the Certificate of Incorporation. The chairman of the meeting
may adjourn the meeting from time to time, whether or not there is such a quorum. No notice of
the time and place of adjourned meetings need be given except as required by law. The
stockholders present at a duly called meeting at which a quorum is present may continue to
transact business until adjournment, notwithstanding the withdrawal of enough stockholders to
leave less than a quorum.
Section 6. Votin2.
(1) Except as otherwise provided in the Certificate of Incorporation, each
stockholder of voting common stock shall, at each meeting of the stockholders, be entitled to one
vote in person or by proxy for each share of stock of the Corporation held by such stockholder
on the date fixed pursuant to the provisions of Section 3 of Article IX of these By -Laws as the
record date and registered in such stockholder's name on the books of the Corporation for the
determination of stockholders who shall be entitled to notice and to vote at such meeting. Any
vote of stock of the Corporation may be given at any meeting of the stockholders by the
stockholder entitled thereto in person or by proxy but no proxy shall be voted three years after its
date, unless said proxy shall provide for a longer period. At all meetings of the stockholders all
matters except where other provision is made by law, by the Certificate of Incorporation or by
these By -Laws, shall be decided by the vote of a majority in voting interest of the stockholders
present in person or by proxy and entitled to vote on that matter. For purposes of determining the
vote on any matter, including election of directors, the shares deemed entitled to vote on that
matter shall not include broker non -votes. Unless demanded by a stockholder of the Corporation
present in person or by proxy at any meeting of the stockholders and entitled to vote thereat or so
directed by the chairman of the meeting, the vote thereat on any question or matter, including the
election of directors, need not be by ballot. Upon a demand of any such stockholder for a vote by
ballot on any question or at the direction of such chairman that a vote by ballot be taken on any
question, such vote shall be taken. On a vote by ballot each ballot shall be signed by the
stockholder voting, or by their proxy, and shall state the number of shares voted. No holder of
Amended and Restated By -Laws of Robert Half Inc.
Preferred Stock shall be entitled to vote at any meeting of the stockholders, except as provided
by law, by the Certificate of Incorporation or by the Certificate of Determination of Preferences
creating such Preferred Stock.
(2) Except as provided in Section 5 of Article III of these By -Laws or as
otherwise required by law or by the Certificate of Incorporation, each director shall be elected by
the vote of the majority of the votes cast with respect to the director at any meeting for the
election of directors at which a quorum is present, provided that if on the record date for such
meeting or the advance notice date for nominations at such meeting determined pursuant to
Section 9(a)(2) of Article II of these By-laws, the number of nominees exceeds the number of
directors to be elected, the directors shall be elected by the vote of a plurality of the shares
represented in person or by proxy at any such meeting and entitled to vote on the election of
directors.
Section 7. List of Stockholders. The officer who has charge of the stock ledger of the
Corporation shall prepare and make, at least ten days before every meeting of stockholders, a
complete list of the stockholders entitled to vote at said meeting; provided, however, that if the
record date for determining the stockholders entitled to vote is less than 10 days before the
meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the
meeting date, arranged in alphabetical order, showing the address of and the number of shares
registered in the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, for a period of 10 days ending on the day
before the meeting date: (i) on a reasonably accessible electronic network, provided that the
information required to gain access to such list is provided with the notice of the meeting, or (ii)
during ordinary business hours, at the principal place of business of the Corporation.
Section 8. Inspectors of Votes. At each meeting of the stockholders the chairman of
such meeting may appoint one or three Inspectors of Votes to act thereat. Each Inspector of
Votes so appointed shall first subscribe an oath or affirmation faithfully to execute the duties of
an Inspector of Votes at such meeting with strict impartiality and according to the best of their
ability. Such Inspectors of Votes shall take charge of the ballots at such meeting and after the
balloting thereat on any question shall count the ballots cast thereon and shall make a report in
writing to the secretary of such meeting of the results thereof. An Inspector of Votes need not
be a stockholder of the Corporation, and any officer of the Corporation may be an Inspector of
Votes on any question other than a vote for or against their election to any position with the
Corporation or on any other question in which they may be directly interested. If there are three
Inspectors of Votes, the determination, report or certificate of two such Inspectors shall be as
effective as if unanimously made by all Inspectors.
Section 9. Notice of Stockholder Business and Nominations.
(1) Annual Meetinizs of Stockholders.
(a) Nominations of persons for election to the Board of Directors of
the Corporation and the proposal of business to be considered by the stockholders may be made
at an annual meeting of stockholders (a) pursuant to the Corporation's notice of meeting, (b) by
or at the direction of the Board of Directors, (c) with respect to nominations of persons and the
proposal of any business not intended to be included in the Corporation's proxy statement for
Amended and Restated By -Laws of Robert Half Inc.
such annual meeting, by any stockholder of the Corporation who was a stockholder of record at
the time of giving of notice provided for in subsection (a)(2) of this Section 9, who is entitled to
vote at the meeting and who complies with the notice and other procedures set forth in
subsection (a)(2) of this Section 9, or (d) with respect to nominations of persons intended to be
included in the Corporation's proxy statement for such annual meeting, by a Nominator (as
defined below) who complies with the notice and other procedures set forth in subsection (a)(3)
of this Section 9.
(b) For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (c) of paragraph (a)(1) of this Section 9, the
stockholder must have given timely notice thereof in writing to the Secretary of the Corporation
and such other business must otherwise be a proper matter for stockholder action. To be timely, a
stockholder's notice shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 60th day nor earlier than the close of
business on the 90th day prior to the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the annual meeting is more than 30 days
before or more than 60 days after such anniversary date, notice by the stockholder to be timely
must be so delivered not earlier than the close of business on the 90th day prior to such annual
meeting and not later than the close of business on the later of the 60th day prior to such annual
meeting or the 10th day following the day on which public announcement of the date of such
meeting is first made by the Corporation. In no event shall the public announcement of an
adjournment of an annual meeting commence a new time period for the giving of a stockholder's
notice as described above. Such stockholder's notice shall set forth:
(i) as to each person whom the stockholder proposes to
nominate for election or reelection as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of directors in an election contest,
or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and any successor to such Regulation, including
and in addition to:
(1) such person's written consent to being named in the
proxy statement as a nominee and to serving as a director if elected;
(2) an affirmation that such person meets the
Corporation's stated criteria for board membership;
(3) any transactions or relationships between such
person and the Corporation or the Corporation's customers, suppliers, competitors or
management;
(4) the trading history of such person with respect to the
Corporation's stock;
(5) information regarding whether such person has any
plans or proposals for the Corporation and whether such person seeks to use the nomination to
redress personal claims or grievances against the Corporation or others or to further personal
interests or special interests not shared by stockholders at large; and
Amended and Restated By -Laws of Robert Half Inc.
(6) a description of (1) any agreement, arrangement or
understanding with, or any commitment or assurance to, any person or entity as to how such
nominee, if elected as a director of the Corporation, will act or vote on any issue or question to
be decided by the Board of Directors or that otherwise relates to the Corporation or such
persons' service on the Board of Directors (a "Voting Commitment") and (2) any compensatory,
payment or other financial agreement, arrangement or understanding with any person other than
with the Corporation, including any agreement to indemnify such person for obligations arising
as a result of their service as a director of the Corporation, in connection with such nominee's
nomination, service or action as a director of the Corporation (a "Third -Party Compensation
Arrangement");
(ii) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any material interest in
such business of such stockholder and the beneficial owner, if any, on whose behalf the
proposal is made; and
(iii) as to the stockholder giving the notice and the beneficial
owner or owners, if any, on whose behalf the nomination or proposal is made:
(1) the name and address of such stockholder, as they
appear on the Corporation's books, and of any such beneficial owner;
(2) (1) the class and number of shares of the Corporation
that are, directly or indirectly, beneficially owned by such stockholder and each beneficial owner
on whose behalf the nomination is made and their respective affiliates or associates or others
acting in concert therewith, including the proposed nominee (each, a "Proponent Person" and
collectively, the "Proponent Persons"), (2) any option, warrant, convertible security, stock
appreciation right, swap or similar right or agreement with an exercise or conversion privilege or
a settlement payment or mechanism at a price related to any class or series of shares of the
Corporation or with a value derived in whole or in part from the value of any class or series of
shares of the Corporation, or which is intended to increase or decrease (or has the effect of
increasing or decreasing) the voting power of any person with respect to the shares of any class
or series of shares of the Corporation, whether or not such instrument or right or agreement shall
be subject to settlement in the underlying class or series of capital stock of the Corporation or
otherwise (a "Derivative Instrument"), owned beneficially, directly or indirectly, by any such
Proponent Person and any other direct or indirect opportunity to profit or share in any profit
derived from any increase or decrease in the value of the shares of the Corporation, (3) a
description of any proxy, contract, arrangement, understanding or relationship pursuant to which
any such Proponent Person has a right to vote any shares of the Corporation or influence the
voting over any such shares, (4) any short interest of any such Proponent Person in any security
of the Corporation, (5) any rights to dividends on the shares of the Corporation owned
beneficially, directly or indirectly, by any such Proponent Person that are separated or separable
from the underlying shares of the Corporation, (6) any proportionate interest in shares of the
Corporation or Derivative Instruments held, directly or indirectly, by a general or limited
partnership in which any such Proponent Person is a general partner or, directly or indirectly,
beneficially owns an interest in a general partner, and (7) any performance -related fees (other
than an asset -based fee) that any such Proponent Person is entitled to based on any increase or
Amended and Restated By -Laws of Robert Half Inc.
decrease in the value of shares of the Corporation or Derivative Instruments, including without
limitation any such interests held by members of any such Proponent Person's immediate family
sharing the same household;
(3) the trading history of such stockholder and such
beneficial owner with respect to the Corporation's stock;
(4) any transactions or relationships between such
stockholder or such beneficial owner, on the one hand, and the Corporation or its
customers, suppliers, competitors or management, on the other hand;
(5) information regarding whether such stockholder or
such beneficial owner, or any of their affiliates have any plans or proposals for the Corporation
other than those described in the notice, and whether such stockholder or such beneficial owner
seeks to use the nomination or proposal to redress personal claims or grievances against the
Corporation or others or to further personal interests or special interests not shared by
stockholders at large;
(6) a representation that the stockholder is a stockholder
of record of stock of the Corporation at the time of the giving of notice provided for in these By -
Laws, is entitled to vote at such meeting and that the stockholder (or a qualified representative
thereof) intends to appear in person at the meeting to present such nominee for election or to
bring such business before the meeting;
(7) all other information relating to such stockholder or
such beneficial owner which would be required to be included in a proxy statement or other
filing required to be filed with the Securities and Exchange Commission if, with respect to any
such nomination or item of business, such stockholder were a participant in a solicitation subject
to Regulation 14A under the Exchange Act;
(8) a description of (1) all agreements, arrangements or
understandings with respect to the nomination or proposal and/or the voting of shares of any
class or series of stock of the Corporation between or among the Proponent Persons, each
nominee and/or any other person or persons (naming such person or persons) pursuant to which
the nomination, nominations, or proposal are to be made by the stockholder and (2) any material
interest the Proponent Persons have in the nomination or proposal;
(9) a representation whether such stockholder or
beneficial owner or any of their respective affiliates or associates is being financed or
indemnified by any third party for making the nomination or proposal; and
(10) a statement as to whether or not such stockholder or
beneficial owner or any affiliate or associate of any of the foregoing intends to deliver a proxy
statement and form of proxy to stockholders and/or otherwise solicit proxies from stockholders
in support of such proposal or nomination and, if so, (1) the name of each participant in such
solicitation (as defined in Item 4 of Schedule 14A under the Exchange Act) and (2) in the case
of a nomination, a representation that such stockholder, any such beneficial owner or any
affiliate or associate of any of the foregoing intend(s) or is part of a group which intends to
deliver a
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proxy statement and form of proxy to holders of at least the percentage of the Corporation's
outstanding capital stock required under Rule 14a-19 under the Exchange Act.
In addition, such stockholder shall be required to provide such further
information as may be requested by the Corporation, including, without limitation a written
questionnaire provided by the Secretary of the Corporation with respect to the background,
qualifications, stock ownership and independence of such proposed nominee.
A stockholder providing notice of a proposed nomination for election to
the Board of Directors or other business proposed to be brought before a meeting (whether given
pursuant to this subsection (A) or subsection (B) of this Section 9) shall update and supplement
such notice from time to time to the extent necessary so that the information provided or
required to be provided in such notice, including all representations made in connection
therewith, shall be true and correct as of the record date for the meeting and as of the date that is
15 days prior to the meeting or any adjournment or postponement thereof; such update and
supplement shall be delivered in writing to the Secretary at the principal executive offices of the
Corporation not later than 5 days after the record date for the meeting (in the case of any update
and supplement required to be made as of the record date), and not later than 10 days prior to the
date for the meeting or any adjournment or postponement thereof (in the case of any update and
supplement required to be made as of 15 days prior to the meeting or any adjournment or
postponement thereof). In addition, if any stockholder provides notice of a proposed nomination
for election to the Board of Directors pursuant to Rule 14a-19 under the Exchange Act, such
stockholder shall deliver to the Corporation, no later than seven business days prior to the date
for the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19
under the Exchange Act.
(c) Proxy Access for Director Nominations.
(i) Whenever the Board of Directors solicits proxies with
respect to the election of directors at an annual meeting, in addition to any persons nominated for
election to the Board of Directors by or at the direction of the Board of Directors, subject to the
provisions of this subsection 9(a)(3), the Corporation shall:
(1) include in its notice of meeting and proxy
materials, as applicable, for any annual meeting of stockholders (1) the name of any person
nominated for election (the "Stockholder Nominee") by a stockholder as of the date that the
Notice of Proxy Access Nomination (as defined below) is received by the Secretary of the
Corporation at the principal executive offices of the Corporation in accordance with this
subsection 9(a)(3) who is entitled to vote for the election of directors at the annual meeting and
who satisfies the notice, ownership and other requirements of this subsection 9(a)(3) (such
stockholder, together with the beneficial owner of such shares, a "Nominator") or by a group of
no more than 20 such stockholders (such stockholders, together with the beneficial owners of
such shares, a "Nominator Group") that, collectively as a Nominator Group, satisfies the notice,
ownership and other requirements of this subsection 9(a)(3) applicable to a Nominator Group;
provided that, in the case of a Nominator Group, each member thereof (each a "Group Member")
shall have satisfied the notice, ownership and other requirements of this subsection 9(a)(3)
applicable to Group Members, and (2) if the Nominator or the Nominator Group, as applicable,
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so elects, the Nomination Statement (as defined below) furnished by such Nominator or
Nominator Group; and
(2) include such Stockholder Nominee's name
on any ballot distributed at such annual meeting and on the Corporation's proxy card (or any
other format through which the Corporation permits proxies to be submitted) distributed in
connection with such annual meeting. Nothing in this subsection 9(a)(3) shall limit the
Corporation's ability to solicit against, and include in its proxy materials its own statements
relating to, any Stockholder Nominee, Nominator or Nominator Group, or to include such
Stockholder Nominee as a nominee of the Board of Directors.
(ii) At each annual meeting, a Nominator or Nominator Group
may nominate one or more Stockholder Nominees for election at such meeting pursuant to this
subsection 9(a)(3); provided that the maximum number of Stockholder Nominees nominated by
all Nominators and Nominator Groups (including Stockholder Nominees that were submitted by
a Nominator or Nominator Group for inclusion in the Corporation's proxy materials pursuant to
this subsection 9(a)(3) but either are subsequently withdrawn, disregarded, declared invalid or
ineligible pursuant to this subsection 9(a)(3)) to appear in the Corporation's proxy materials with
respect to an annual meeting shall not exceed 25% of the total number of directors in office as of
the Final Proxy Access Deadline (as defined below), or if such number is not a whole number,
the closest whole number below 25% (the "Maximum Number").
The Maximum Number shall be reduced, but not below zero, by the sum
of:
(24)
the number
(25)
the number
(26)
the number
If one or more vacancies for any reason occurs on the Board of Directors at
any time after the Final Proxy Access Deadline but before the date of the applicable annual
meeting and the Board of Directors determines to reduce the size of the Board of Directors in
connection therewith, the Maximum Number shall be calculated based on the number of
directors in office as so reduced.
Any Nominator or Nominator Group submitting more than one Stockholder
Nominee for inclusion in the Corporation's proxy materials pursuant to this subsection 9(a)(3)
shall rank in its Notice of Proxy Access Nomination such Stockholder Nominees based on the
order that the Nominator or Nominator Group desires such Stockholder Nominees to be selected
for inclusion in the Corporation's proxy materials in the event that the total number of
Stockholder Nominees submitted by Nominators or Nominator Groups pursuant to this
subsection 9(a)(3) exceeds the Maximum Number. In the event that the number of Stockholder
Nominees submitted by Nominators or Nominator Groups pursuant to this subsection 9(a)(3)
exceeds the Maximum Number, the highest ranking Stockholder Nominee who meets the
requirements of this subsection 9(a)(3) from each Nominator and Nominator Group will be
selected for inclusion in the Corporation's proxy materials until the Maximum Number is
reached, beginning with the Nominator or Nominator Group with the largest number of shares
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disclosed as owned (defined below) in its respective Notice of Proxy Access Nomination
submitted to the Corporation and proceeding through each Nominator or Nominator Group in
descending order of ownership. If the Maximum Number is not reached after the highest ranking
Stockholder Nominee who meets the requirements of this subsection 9(a)(3) from each
Nominator and Nominator Group has been selected, this process will continue as many times as
necessary, following the same order each time, until the Maximum Number is reached.
If, after the Final Proxy Access Deadline, whether before or after the mailing
of the Corporation's definitive proxy statement, (i) a Stockholder Nominee who satisfies the
requirements of this subsection 9(a)(3) becomes ineligible for inclusion in the Corporation's
proxy materials pursuant to this subsection 9(a)(3), becomes unwilling to serve on the Board of
Directors, dies, becomes disabled or is otherwise disqualified from being nominated for election
or serving as a director of the Corporation or (ii) a Nominator or Nominator Group withdraws its
nomination or becomes ineligible, in each case as determined by the Board of Directors or the
chairman of the meeting, then the Board of Directors or the chairman of the meeting shall declare
each nomination by such Nominator or Nominator Group to be invalid, and each such
nomination shall be disregarded, no replacement nominee or nominees shall be included in the
Corporation's proxy materials or otherwise submitted for election as a director in substitution
thereof and the Corporation (1) may omit from its proxy materials information concerning such
Stockholder Nominee and (2) may otherwise communicate to its stockholders, including without
limitation by amending or supplementing its proxy materials, that the Stockholder Nominee will
not be eligible for election at the annual meeting and will not be included as a Stockholder
Nominee in the proxy materials.
(i) To nominate a Stockholder Nominee, the Nominator or
Nominator Group shall submit to the Secretary of the Corporation the information required by
this subsection 9(a)(3) on a timely basis. To be timely, the Notice of Proxy Access Nomination
must be addressed to and received by the Secretary of the Corporation not less than 120 days nor
more than 150 days prior to the first anniversary of the date on which the Corporation's
definitive proxy statement was released to stockholders in connection with the prior year's
annual meeting; provided, however, that if the annual meeting is convened more than 30 days
prior to or delayed by more than 60 days after the first anniversary of the date of the preceding
year's annual meeting, the information must be so received not earlier than 120 days prior to
such annual meeting and not later than the close of business on the later of (x) the 90th day prior
to such annual meeting or (y) the 1 Oth day following the day on which a public announcement
of the date of the annual meeting is first made (the last day on which a Notice of Proxy Access
Nomination may be delivered pursuant to and in accordance with this subsection 9(a)(3), the
"Final Proxy Access Deadline"); provided, further, that in no event shall any adjournment or
postponement of an annual meeting, or the public announcement thereof, commence a new time
period or extend any time period for the receipt of the information required by this subsection
9(a)(3). The written notice required by this subsection 9(a)(3) (the "Notice of Proxy Access
Nomination") shall include:
(1) a written notice of the nomination by such
Nominator or Nominator Group expressly requesting to have its Stockholder Nominee included
in the Corporation's proxy materials pursuant to this subsection 9(a)(3) that includes, with
respect to the Stockholder Nominee and the Nominator (including any beneficial owner on
whose behalf the nomination is made) or, in the case of a Nominator Group, with respect to
each
Amended and Restated By -Laws of Robert Half Inc.
Group Member (including any beneficial owner on whose behalf the nomination is made) all of
the representations, agreements and other information required in a stockholder notice submitted
under paragraph (a)(2) of this Section 9;
(2) if the Nominator or Nominator Group so
elects, a written statement of the Nominator or Nominator Group for inclusion in the
Corporation's proxy statement in support of the election of the Stockholder Nominee(s) to the
Board of Directors, which statement shall not exceed 500 words with respect to each
Stockholder Nominee (the "Nomination Statement") and for the avoidance of doubt, the
Nomination Statement shall be limited to 500 words and shall not include any images, charts,
pictures, graphic presentations or similar items;
(3) in the case of a nomination by a Nominator
Group, the designation by all Group Members of one specified Group Member (or a qualified
representative thereof) that is authorized to act on behalf of all Group Members with respect to
the nomination and matters related thereto, including withdrawal of the nomination;
(4) a representation by the Stockholder
Nominee and the Nominator or Nominator Group (including each Group Member) and
any
beneficial owner on whose behalf the nomination is made that each such person has provided and
will provide facts, statements and other information in all communications with the Corporation
and its stockholders and beneficial owners, including without limitation the Notice of Proxy
Access Nomination and the Nomination Statement, that are and will be true and correct in all
material respects and do not and will not omit to state a material fact necessary in order to make
the statements made in light of the circumstances under which they were made, not misleading;
(5) a statement of the Nominator or Nominator
Group (including each Group Member) and any beneficial owner on whose behalf the
nomination is made, setting forth and certifying the number of shares such Nominator or
Nominator Group is deemed to own (as determined in accordance with sub -paragraph (d) of this
subsection 9(a)(3)) continuously for at least three years as of the date of the Notice of Proxy
Access Nomination and one or more written statements from the stockholder of the Required
Shares (as defined below), and from each intermediary through which such shares are or have
been held during the requisite three-year holding period, verifying that, as of a date within seven
days prior to the date that the Notice of Proxy Access Nomination is received by the Secretary
of the Corporation, the Nominator or the Nominator Group, as the case may be, owns, and has
owned continuously for the preceding three years, the Required Shares, and the Nominator's or,
in the case of a Nominator Group, each Group Member's agreement to provide (1) within seven
days after the record date for the applicable annual meeting, written statements from the
stockholder and intermediaries verifying the Nominator's or the Nominator Group's, as the case
may be, continuous ownership of the Required Shares through the record date; provided that if
and to the extent that a stockholder is acting on behalf of one or more beneficial owners, such
written statements shall also be submitted by any such beneficial owner or owners, and (2)
immediate notice if the Nominator or the Nominator Group, as the case may be, ceases to own
the Required Shares prior to the date of the applicable annual meeting;
Amended and Restated By -Laws of Robert Half Inc.
(6) a copy of any Schedule 14N that has been
filed with the U.S. Securities and Exchange Commission as required by Rule 14a-18 under
the Exchange Act;
(7) a representation by the Nominator (including
any beneficial owner on whose behalf the nomination is made), or, in the case of a Nominator
Group, each Group Member (including any beneficial owner on whose behalf the nomination is
made) that:
(a) the Required Shares were acquired in
the ordinary course of business and not with intent to change or influence control of the
Corporation, and each such person does not presently have such intent;
(b) each such person will maintain
ownership (as defined in this subsection 9(a)(3)) of the Required Shares through the date of the
applicable annual meeting along with a further statement as to whether or not such person has
the intention to hold the Required Shares for at least one year thereafter (which statement the
Nominator or Nominator Group shall include in its Nomination Statement, it being understood
that the inclusion of such statement shall not count towards the Nomination Statement's 500-
word limit);
(c) each such person has not nominated,
and will not nominate, for election to the Board of Directors at the applicable annual meeting any
person other than its Stockholder Nominee(s) pursuant to this subsection 9(a)(3);
(d) each such person has not distributed,
and will not distribute, to any stockholders or beneficial owners any form of proxy for the
applicable annual meeting other than the form distributed by the Corporation;
(e) each such person has not engaged in,
and will not directly or indirectly engage in, and has not been and will not be a participant (as
defined in Schedule 14A of the Exchange Act) in, a "solicitation" within the meaning of Rule
14a-1(1) under the Exchange Act in support of the election of any individual as a director at the
applicable annual meeting other than with respect to such Nominator or Nominator Group's
Stockholder Nominee(s) or a nominee of the Board of Directors; and
(f) each such person consents to the
public disclosure of the information provided pursuant to this subsection 9(a)(3);
(8) an executed agreement, in a form deemed
satisfactory by the Board of Directors or any committee thereof, pursuant to which the
Nominator (including any beneficial owner on whose behalf the nomination is made) or, in
the case of a Nominator Group, each Group Member (including any beneficial owner on
whose behalf the nomination is made) agrees to:
(a) comply with all applicable laws,
rules and regulations arising out of or relating to the nomination of each Stockholder
Nominee pursuant to this subsection 9(a)(3);
Amended and Restated By -Laws of Robert Half Inc.
(b) assume all liability stemming from
any legal or regulatory violation arising out of the communications and information provided by
such person(s) to the Corporation and its stockholders and beneficial owners, including without
limitation the Notice of Proxy Access Nomination and Nomination Statement;
(c) indemnify and hold harmless the
Corporation and each of its directors, officers, employees, agents and affiliates individually
against any liability, loss or damages in connection with any threatened or pending action, suit or
proceeding, whether legal, administrative or investigative, against the Corporation or any of its
directors, officers, employees, agents and affiliates arising out of or relating to any nomination
submitted by such person(s) pursuant to this subsection 9(a)(3);
(d) file with the Securities and Exchange
Commission any solicitation by or on behalf of the Nominator or Nominator Group (including
each Group Member) and any beneficial owner on whose behalf the nomination is made relating
to the meeting at which the Stockholder Nominee will be nominated, regardless of whether any
such filing is required under Regulation 14A of the Exchange Act or whether any exemption
from filing is available for such solicitation under Regulation 14A of the Exchange Act;
(e) furnish to the Corporation all
notifications and updated information required by this subsection 9(a)(3), including,
without limitation, the information required by sub -paragraph (e) of this subsection 9(a)(3);
and
(f) upon request, provide to the
Corporation within five business days after such request, but in any event prior to the day of
the annual meeting, such additional information as reasonably requested by the Corporation;
and
(9) a letter of resignation signed by each
Stockholder Nominee, which letter shall specify that such Stockholder Nominee's resignation is
irrevocable and that it shall become effective upon a determination by the Board of Directors or
any committee thereof that (1) any of the information provided to the Corporation by the
Nominator, the Nominator Group, any Group Member (including, in each case, any beneficial
owner on whose behalf the nomination is made) or the Stockholder Nominee in respect of the
nomination of such Stockholder Nominee pursuant to this subsection 9(a)(3) is or was untrue in
any material respect (or omitted to state a material fact necessary in order to make the statements
made, in light of the circumstances under which they were made, not misleading) or (2) the
Stockholder Nominee, the Nominator, the Nominator Group or any Group Member (including,
in each case, any beneficial owner on whose behalf the nomination is made) or any affiliate
thereof shall have breached any of its representations, obligations or agreements under this
subsection 9(a)(3).
(ii) Ownershia Reauirements.
(1) To nominate a Stockholder Nominee pursuant
to this subsection 9(a)(3), the Nominator or Nominator Group shall have owned shares
representing 3% or more of the voting power entitled to vote generally in the election of directors
(the "Required Shares") continuously for at least three years as of both the date the Notice of
Proxy Access Nomination is submitted to the Corporation and the record date for determining
stockholders eligible to vote at the applicable annual meeting and must continue to own the
Amended and Restated By -Laws of Robert Half Inc.
Amended and Restated By -Laws of Robert Half Inc.
Required Shares at all times between and including the date the Notice of Proxy Access
Nomination is submitted to the Corporation and the date of the applicable annual meeting;
provided that if and to the extent a stockholder is acting on behalf of one or more beneficial
owners (i) only the shares owned by such beneficial owner or owners, and not any other shares
owned by any such stockholder, shall be counted for purposes of satisfying the foregoing
ownership requirement and (ii) the aggregate number of stockholders and all such beneficial
owners whose share ownership is counted for the purposes of satisfying the foregoing ownership
requirement shall not exceed 20. For the purposes of determining whether the Nominator or
Nominator Group owned the Required Shares for the requisite three-year period, the aggregate
number of shares entitled to vote generally in the election of directors shall be determined by
reference to the Corporation's periodic filings with the Securities and Exchange Commission
during the ownership period. Two or more funds that are (i) under common management and
investment control, (ii) under common management and funded primarily by the same employer
or (iii) a "group of investment companies," as such term is defined in the Investment Company
Act of 1940, as amended, shall be treated as one stockholder or beneficial owner, as the case
may be, for the purpose of satisfying the foregoing ownership requirements; provided that each
fund otherwise meets the requirements set forth in this subsection 9(a)(3); and provided further
that any such funds for which shares are aggregated for the purpose of satisfying the foregoing
ownership requirements provide documentation reasonably satisfactory to the Corporation that
demonstrates that the funds satisfy the criteria for being treated as one stockholder within seven
days after the Notice of Proxy Access Nomination is delivered to the Corporation. No shares
may be attributed to more than one Nominator or Nominator Group, and no stockholder or
beneficial owner may be a member of more than one Nominator Group (other than a stockholder
directed to act by more than one beneficial owner) for the purposes of this subsection 9(a)(3).
(2) For purposes of this subsection 9(a)(3),
"ownership" shall be deemed to consist of and include only the outstanding shares as to which a
person possesses both (i) the full voting and investment rights pertaining to such shares and (ii)
the full economic interest in (including the opportunity for profit and risk of loss on) such shares;
provided that the ownership of shares calculated in accordance with clauses (i) and (ii) shall not
include any shares (1) that a person or any of its affiliates has sold in any transaction that has not
been settled or closed, including any short sale, (2) that a person or any of its affiliates has
borrowed for any purposes or purchased pursuant to an agreement to resell or (3) that are subject
to any Derivative Instrument or similar agreement entered into by a person or any of its affiliates,
whether any such security, instrument or agreement is to be settled with shares or with cash
based on the notional amount or value of shares, in any case in which such security, instrument
or agreement has, or is intended to have, or if exercised by either party would have, the purpose
or effect of (x) reducing in any manner, to any extent or at any time in the future, the person's or
such person's affiliates' full right to vote or direct the voting of any such shares, and/or (y)
hedging, offsetting or altering to any degree any gain or loss arising from the full economic
ownership of such person's or such person's affiliates' shares. "Ownership" shall include shares
held in the name of a nominee or other intermediary so long as the person claiming ownership of
such shares retains the right to instruct how the shares are voted with respect to the election of
directors and possesses the full economic interest in the shares. A person's ownership of shares
shall be deemed to continue during any period in which the person has delegated any voting
power by means of a proxy, power of attorney or other instrument or arrangement that is
revocable at any time by the person. A person's ownership of shares shall be deemed to continue
during any period in which the person has loaned such shares provided that the person has the
Amended and Restated By -Laws of Robert Half Inc.
power to recall such loaned shares on five business days' notice, will vote such shares at the
annual meeting and will hold such shares through the date of the annual meeting. The
determination of whether the requirements of "ownership" of shares for purposes of this
subsection 9(a)(3) are met shall be made by the Board of Directors or any committee thereof.
Any such determination adopted in good faith by the Board of Directors or any committee
thereof shall be conclusive and binding on the Corporation, its stockholders and beneficial
owners and all other parties. For the purposes of this subsection 9(a)(3), the terms "owned,"
"owning" and other variations of the word "own" shall have correlative meanings. For the
purposes of this subsection 9(a)(3), the term "affiliate" or "affiliates" shall have the meaning
ascribed thereto under the rules and regulations of the Exchange Act.
(iii) For the avoidance of doubt, with respect to any nomination
submitted by a Nominator Group pursuant to this subsection 9(a)(3), the information required by
sub -paragraph (c) of this subsection 9(a)(3) to be included in the Notice of Proxy Access
Nomination shall be provided by each Group Member (including any beneficial owner on whose
behalf the nomination is made), and each such Group Member (including any beneficial owner
on whose behalf the nomination is made) shall execute and deliver to the Secretary of the
Corporation the representations and agreements required under sub -paragraph (c) of this
subsection 9(a)(3) at the time the Notice of Proxy Access Nomination is submitted to the
Corporation. In the event that the Nominator, Nominator Group or any Group Member shall
have breached any of their agreements with the Corporation or any information included in the
Nomination Statement or the Notice of Proxy Access Nomination, or any other communications
by the Nominator, Nominator Group or any Group Member (including any beneficial owner on
whose behalf the nomination is made) with the Corporation or its stockholders and beneficial
owners, ceases to be true and correct in all material respects (or omits a material fact necessary to
make the statements made, in light of the circumstances under which they were made and as of
such later date, not misleading), each Nominator, Nominator Group or Group Member (including
any beneficial owner on whose behalf the nomination is made), as the case may be, shall
promptly (and in any event within 48 hours of discovering such breach or that such information
has ceased to be true and correct in all material respects (or omits a material fact necessary to
make the statements made, in light of the circumstances under which they were made and as of
such later date, not misleading)) notify the Secretary of the Corporation of any such breach,
inaccuracy or omission in such previously provided information and shall provide the
information that is required to correct any such defect, if applicable, it being understood that
providing any such notification shall not be deemed to cure any defect or limit the Corporation's
rights to omit a Stockholder Nominee from its proxy materials as provided in this subsection
9(a)(3).
(iv) Stockholder Nominee Requirements.
(1) thin the time period specified in this
subsection 9(a)(3) for delivering the Notice of Proxy Access Nomination, each Stockholder
Nominee must deliver to the Secretary of the Corporation a written representation and
agreement, which shall be deemed a part of the Notice of Proxy Access Nomination for purposes
of this subsection 9(a)(3), that such person: (1) consents to being named in the Corporation's
proxy statement as a nominee, to serve as a director if elected and to the public disclosure of the
information provided pursuant to this subsection 9(a)(3); (2) understands their duties as a director
under the Delaware General Corporation Law and agrees to act in accordance with those duties
Amended and Restated By -Laws of Robert Half Inc.
while serving as a director; (3) is not and will not become a party to (x) any Voting Commitment
that has not been disclosed to the Corporation or (y) any Voting Commitment that could limit or
interfere with such person's ability to comply, if elected as a director of the Corporation, with
such person's fiduciary duties under applicable law; (4) is not and will not become a party to
any Third -Party Compensation Arrangement that has not been disclosed to the Corporation, and
has not and will not receive any such Third -Party Compensation Arrangement that has not been
disclosed to the Corporation; (5) if elected as a director of the Corporation, will comply with all
applicable laws and stock exchange listing standards and the Corporation's policies, guidelines
and principles applicable to directors, including, without limitation, the Corporation's Corporate
Governance Guidelines, Code of Business Conduct and Ethics, confidentiality, share ownership
and trading policies and guidelines, and any other codes, policies and guidelines or any rules,
regulations and listing standards, in each case, as applicable to directors; (6) agrees to meet with
the Board of Directors or any committee or delegate thereof to discuss matters relating to the
nomination of the Stockholder Nominee, including information in the Notice of Proxy Access
Nomination and such Stockholder Nominee's eligibility to serve as a member of the Board of
Directors; and (7) will provide facts, statements and other information in all communications
with the Corporation and its stockholders and beneficial owners that are and will be true and
correct in all material respects and do not and will not omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under which they were made,
not misleading.
(2) At the request of the Corporation, each
Stockholder Nominee must promptly submit (but in no event later than seven days after receipt
of the request) to the Secretary of the Corporation all completed and signed questionnaires
required of directors. The Corporation may request such additional information as necessary to
permit the Board of Directors to determine if each nominee is independent, including for
purposes of serving on the committees of the Board of Directors, under the listing standards of
each principal securities exchange upon which the Corporation's shares are listed, any applicable
rules of the Securities and Exchange Commission and any publicly disclosed standards used by
the Board of Directors in determining and disclosing the independence of the Corporation's
directors and to determine whether the nominee otherwise meets all other publicly disclosed
standards applicable to directors.
(3) In the event that a Stockholder Nominee
shall have breached any of their agreements with the Corporation or any information or
communications provided by a Stockholder Nominee to the Corporation or its stockholders and
beneficial owners ceases to be true and correct in any respect or omits a fact necessary to make
the statements made, in light of the circumstances under which they were made, not misleading,
such nominee shall promptly (and in any event within 48 hours of discovering such breach or
that such information has ceased to be true and correct in all material respects (or omits a
material fact necessary to make the statements made, in light of the circumstances under which
they were made and as of such later date, not misleading)) notify the Secretary of the
Corporation of any such breach, inaccuracy or omission in such previously provided
information and shall provide the information that is required to make such information or
communication true and correct, if applicable, it being understood that providing any such
notification shall not be deemed to cure any defect or limit the Corporation's rights to omit a
Stockholder Nominee from its proxy materials as provided in this subsection 9(a)(3).
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(v) In the event any Nominator or Nominator Group (including
any beneficial owner on whose behalf the nomination is made) submits a nomination at an
annual meeting pursuant to this subsection 9(a)(3) and such Stockholder Nominee shall have
been nominated for election at any of the previous two annual meetings and such Stockholder
Nominee shall not have received at least 25% of the votes cast in favor of such nominee's
election or such nominee withdrew from or became ineligible or unavailable for election to the
Board of Directors, then such nomination shall be disregarded.
(vi) Notwithstanding anything to the contrary contained in this
subsection 9(a)(3), the Corporation shall not be required to include, pursuant to this subsection
9(a)(3), a Stockholder Nominee in its proxy materials for any annual meeting, or, if the proxy
statement already has been filed, to submit the nomination of a Stockholder Nominee to a vote
at the annual meeting, notwithstanding that proxies in respect of such vote may have been
received by the Corporation:
(vii) for any meeting for which the Secretary of
the Corporation receives notice that any stockholder or beneficial owner, as the case may be,
intends to nominate one or more persons for election to the Board of Directors pursuant to
paragraph 9(a)(2) of this Section 9;
(2) who is not determined by the Board of
Directors in its sole discretion to be independent under the listing standards of each principal
securities exchange upon which the shares of the Corporation are listed, any applicable rules of
the Securities and Exchange Commission and any publicly disclosed standards used by the
Board of Directors in determining and disclosing the independence of the Corporation's
directors, including those applicable to a director's service on any of the committees of the Board
of Directors, in each case as determined by the Board of Directors or any committee thereof, in
its sole discretion;
(3) whose election as a member of the Board of
Directors would cause the Corporation to be in violation of these By -Laws, the Certificate of
Incorporation, the rules and listing standards of the principal securities exchanges upon which
the shares of the Corporation are listed, or any applicable law, rule or regulation or of any
publicly disclosed standards of the Corporation applicable to directors, in each case, as
determined by the Board of Directors or any committee thereof, in its sole discretion;
(4) who is or has been, within the past three
years, an officer or director of a competitor, as defined in Section 8 of the Clayton Antitrust
Act of 1914, as amended;
(5) who is a named subject of a pending criminal
proceeding (excluding traffic violations and other minor offenses) or has been convicted in such
a criminal proceeding within the past ten years;
(6) who is subject to any order of the type
specified in Rule 506(d) of Regulation D under the Securities Act of 1933, as amended;
(7) if the Stockholder Nominee or Nominator
(including any beneficial owner on whose behalf the nomination is made), or, in the case of a
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Nominator Group, any Group Member (including any beneficial owner on whose behalf the
nomination is made) shall have provided information to the Corporation in connection with such
nomination that was untrue in any material respect or omitted to state a material fact necessary in
order to make any statement made, in light of the circumstances under which it was made, not
misleading, as determined by the Board of Directors or any committee thereof, in its sole
discretion;
(8) the Nominator (or a qualified representative
thereof) or, in the case of a Nominator Group, the representative designated by the Nominator
Group in accordance with sub -paragraph (c)(iii) of this subsection 9(a)(3) (or a qualified
representative thereof), or the Stockholder Nominee does not appear at the applicable annual
meeting to present the Stockholder Nominee for election;
(9) if the Nominator (including any beneficial
owner on whose behalf the nomination is made), or, in the case of a Nominator Group, any
Group Member (including any beneficial owner on whose behalf the nomination is made) has
engaged in or is currently engaged in, or has been or is a participant (as defined in Schedule 14A
of the Exchange Act) in, a "solicitation" within the meaning of Rule 14a-1(1) under the Exchange
Act in support of the election of any individual as a director at the applicable annual meeting
other than with respect to such Nominator or Nominator Group's Stockholder Nominee(s) or a
nominee of the Board of Directors; or
(10) the Nominator or, in the case of a Nominator
Group, any Group Member, or applicable Stockholder Nominee otherwise breaches or fails to
comply with its representations or obligations pursuant to these By -Laws, including, without
limitation, this subsection 9(a)(3).
For the purpose of this sub -paragraph (h), clauses (ii) through (x) will
result in the exclusion from the proxy materials pursuant to this subsection 9(a)(3) of the
specific Stockholder Nominee(s) to whom the ineligibility applies, or, if the proxy statement has
already been filed, the ineligibility of the Stockholder Nominee(s) and, in either case, the
inability of the Nominator or Nominator Group that nominated any such Stockholder Nominee
to substitute another Stockholder Nominee therefor; however, clause (i) will result in the
exclusion from the proxy materials pursuant to this subsection 9(a)(3) of all Stockholder
Nominees for the applicable annual meeting, or, if the proxy statement already has been filed,
the ineligibility of all Stockholder Nominees.
(a) Notwithstanding anything to the contrary contained in this
subsection 9(a)(3):
(i) the Corporation may omit from its proxy
materials any information, including all or any portion of the Nomination Statement, if the Board
of Directors determines that the disclosure of such information would violate any applicable law
or regulation or that such information is not true and correct in all material respects or omits to
state a material fact necessary in order to make the statements made, in light of the circumstances
under which they were made, not misleading; and
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(ii) if any Nominator, Nominator Group or
Group Member (including any beneficial owner on whose behalf the nomination is made) or
Stockholder Nominee has failed to comply with the requirements of this subsection 9(a)(3),
the Board of Directors or the chairman of the meeting shall declare the nomination by such
Nominator or Nominator Group to be invalid, and such nomination shall be disregarded.
(viii) The Board of Directors (or any other person or body
authorized by the Board of Directors) shall have the exclusive power and authority to interpret
the provisions of this subsection 9(a)(3) and make all determinations deemed necessary or
advisable in connection with this subsection 9(a)(3) to any person, facts or circumstances. All
such actions, interpretations and determinations that are done or made by the Board of Directors
(or any other person or body authorized by the Board of Directors) in good faith shall be final,
conclusive and binding on the Corporation, its stockholders and beneficial owners and all other
parties.
(ix) Subject to the requirements of Rule 14a-19 under the
Exchange Act with respect to the Corporation's proxy card, this Section 9(a)(3) shall be the
exclusive method for stockholders to include nominees for director in the Corporation's
proxy materials.
(a) Notwithstanding anything in the second sentence of paragraph
(a)(2) of this Section 9 to the contrary, with respect to nominations of persons not intended to be
included in the Corporation's proxy statement, in the event that the number of directors to be
elected to the Board of Directors of the Corporation is increased and there is no public
announcement by the Corporation naming all of the nominees for director or specifying the size
of the increased Board of Directors at least 70 days prior to the first anniversary of the preceding
year's annual meeting, a stockholder's notice required by paragraph (a)(2) of this Section 9 shall
also be considered timely, but only with respect to nominees for any new positions created by
such increase, if it shall be delivered to the Secretary at the principal executive offices of the
Corporation not later than the close of business on the 1 Oth day following the day on which such
public announcement is first made by the Corporation.
(27) Sbecial Meetings of Stockholders. Only such business shall be conducted at
a special meeting of stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. Nominations of persons for election to the Board of Directors
may be made at a special meeting of stockholders at which directors are to be elected pursuant to
the Corporation's notice of meeting (a) by or at the direction of the Board of Directors or (b)
provided that the Board of Directors has determined that directors shall be elected at such
meeting, by any stockholder of the Corporation who is a stockholder of record at the time of
giving of notice provided for in this Section 9, who shall be entitled to vote at the meeting and
who complies with the notice procedures set forth in this Section 9. In the event the Corporation
calls a special meeting of stockholders for the purpose of electing one or more directors to the
Board of Directors, any such stockholder may nominate a person or persons (as the case may
be), for the election to such position(s) as specified in the Corporation's notice of meeting, if the
stockholder's notice required by paragraph (a)(2) of this Section 9 shall be delivered to the
Secretary at the principal executive offices of the Corporation not earlier than the close of
business on the 90th day prior to such special meeting and not later than the close of business on
the later of the 60th day prior to such special meeting or the 1 Oth day following the
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day on which public announcement is first made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the
public announcement of an adjournment of a special meeting commence a new time period for
the giving of a stockholder's notice as described above.
(28) General.
(a) Only such persons who are nominated in accordance with the
procedures set forth in this Section 9 shall be eligible to serve as directors and only such business
shall be conducted at a meeting of stockholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section 9. Except as otherwise provided by law,
the Certificate of Incorporation or these By -Laws, the chairman of the meeting shall have the
power and duty to determine whether a nomination or any business proposed to be brought
before the meeting was made or proposed, as the case may be, in accordance with the procedures
set forth in this Section 9 and, if any proposed nomination or business is not in compliance with
this Section 9, to declare that such defective proposal or nomination shall be disregarded,
notwithstanding that proxies in respect of such vote may have been received by the Corporation.
In addition, if any stockholder provides notice of a proposed nomination for election to the
Board of Directors pursuant to Rule 14a-19 under the Exchange Act and subsequently fails to
comply with any requirements of Rule 14a-19 under the Exchange Act, as determined by the
chairman of the meeting, then such nomination shall be disregarded, notwithstanding that
proxies in respect of such vote may have been received by the Corporation.
(b) For purposes of this Section 9, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(c) Notwithstanding the foregoing provisions of this Section 9, a
stockholder shall also comply with all applicable requirements of the Exchange Act and the rules
and regulations thereunder with respect to the matters set forth in this Section 9. Nothing in this
Section 9 shall be deemed to affect any rights (i) of stockholders to request inclusion of
proposals in the Corporation's proxy statement pursuant to Rule 14a-8 under the Exchange Act
or (ii) of the holders of any series of Preferred Stock to elect directors under specified
circumstances.
(d) Any stockholder directly or indirectly soliciting proxies from other
stockholders must use a proxy card color other than white, which shall be reserved for the
exclusive use by the Board of Directors.
Section 10. Record Date for Action by Written Consent. In order that the
Corporation may determine the stockholders entitled to consent to corporate action in writing
without a meeting, the Board of Directors may fix a record date, which record date shall not
precede the date upon which the resolution fixing the record date is adopted by the Board of
Directors, and which date shall not be more than 10 days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record
seeking to have the stockholders authorize or take corporate action by written consent shall, by
written
Amended and Restated By -Laws of Robert Half Inc.
notice to the Secretary, request the Board of Directors to fix a record date. The Board of
Directors shall promptly, but in all events within 10 days after the date on which such a request
is received, adopt a resolution fixing the record date. If no record date has been fixed by the
Board of Directors within 10 days of the date on which such a request is received, the record date
for determining stockholders entitled to consent to corporate action in writing without a meeting,
when no prior action by the Board of Directors is required by applicable law, shall be the first
date on which a signed written consent setting forth the action taken or proposed to be taken is
delivered to the Corporation by delivery to its registered office in Delaware, its principal place of
business or to any officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's
registered office shall be by hand or by certified or registered mail, return receipt requested. If no
record date has been fixed by the Board of Directors and prior action by the Board of Directors is
required by applicable law, the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting shall be at the close of business on the date on
which the Board of Directors adopts the resolution taking such prior action.
Section 11. Inspectors of Written Consent. In the event of the delivery, in the manner
provided by Section 10, to the Corporation of the requisite written consent or consents to take
corporate action and/or any related revocation or revocations, the Corporation shall engage
nationally recognized independent inspectors of elections for the purpose of promptly performing
a ministerial review of the validity of the consents and revocations. For the purpose of permitting
the inspectors to perform such review, no action by written consent without a meeting shall be
effective until such date as the independent inspectors certify to the Corporation that the consents
delivered to the Corporation in accordance with Section 10 of this Article II represent at least the
minimum number of votes that would be necessary to take the corporate action. Nothing
contained in this paragraph shall in any way be construed to suggest or imply that the Board of
Directors or any stockholder shall not be entitled to contest the validity of any consent or
revocation thereof, whether before or after such certification by the independent inspectors, or to
take any other action (including, without limitation, the commencement, prosecution, or defense
of any litigation with respect thereto, and the seeking of injunctive relief in such litigation).
Section 12. Effectiveness of Written Consent. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written consent shall be
effective to take the corporate action referred to therein unless, within 60 days of the earliest
dated written consent received in accordance with Section 10 of this Article II, a written
consent or consents signed by a sufficient number of holders to take such action are delivered to
the Corporation in the manner prescribed in Section 10 of this Article II.
ARTICLE III
DIRECTORS
Section 1. General Powers. The property, business and affairs of the Corporation
shall be managed by or under the direction of the Board of Directors.
Section 2. Number. Oualification and Term of Office. The number of directors which
shall constitute the whole Board shall not be less than six nor more than eleven. The number of
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directors shall be fixed at such number, within the limits specified in the preceding sentence, as
determined from time to time by resolution of the Board of Directors, upon approval by two-
thirds (2/3) of the directors in office. Except as provided in Sections 4 and 5 of this Article III,
each director shall be elected by the stockholders at their annual meeting in each year, and shall
hold office until the next annual meeting and until their successor shall be elected and qualified
or until their death, resignation or removal. Directors need not be stockholders. This Section 2
shall not be amended to change the two-thirds (2/3) approval requirement set forth above except
with the approval of two-thirds (2/3) of the directors in office.
Section 3. Resisnations. Any director may resign at any time by giving written notice
of their resignation to the Corporation. Any such resignation shall take effect at the time
specified therein, or, if the time when it shall become effective shall not be specified therein,
then it shall take effect immediately upon its receipt by the Secretary; and, unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4. Removal of Directors. Any director may be removed, with or without
cause, at any time, by the affirmative vote of a majority in interest of the stockholders of record
of the Corporation entitled to vote, given at a special meeting of the stockholders called for the
purpose, and the vacancy in the Board of Directors caused by any such removal may be filled
by the stockholders at such meeting or, if the stockholders shall fail to fill such vacancy, by the
Board of Directors as provided in Section 5 of this Article III. In no case will a decrease in the
number of directors shorten the term of any incumbent director.
Section 5. Vacancies. In case of any vacancy in the Board of Directors caused by
death, resignation, disqualification, removal, an increase in the number of directors, or any other
cause, the successor to fill the vacancy may be elected by the holders of shares of stock entitled
to vote at an annual or special meeting of said holders or by two-thirds (2/3) of the directors in
office, though less than a quorum, and each director so elected shall hold office until the next
annual election and until their successor shall be duly elected and qualified, or until their death or
until he or she shall resign or until he or she shall have been removed. This section shall not be
amended to change the requirement of a vote of two-thirds (2/3) of the directors set forth above
except upon the approval of two-thirds (2/3) of the directors in office.
Section 6. Place of Meetins. The Board of Directors may hold its meetings at such
place or places within or without the State of Delaware as the Board of Directors may from
time to time determine.
Section 7. Organization Meeting. The Board of Directors shall meet immediately
following the annual meeting of stockholders and at the place where the stockholders' meeting
was held, for the purpose of electing officers and transacting such other business as may lawfully
come before it. No notice of such meeting shall be required.
Section 8. Regular Meetings. Regular meetings of the Board of Directors shall be
held at such times as the Board of Directors shall from time to time by resolution determine. If
any day fixed for a regular meeting shall be a legal holiday, then the meeting which would
otherwise be held on that day shall be held at the same hour on the next succeeding business
day. Except as otherwise provided by law, notices of regular meetings need not be given.
Amended and Restated By -Laws of Robert Half Inc.
Section 9. Special Meetinss. Special meetings of the Board of Directors shall be held
when called by the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive
Officer, the President, the Secretary, Assistant Secretary or a majority of the Directors.
Section 10. Notice of Meetinis. Notice of the time and place of all special meetings of
the Board of Directors or any committee thereof, and of any regular meeting as to which notice is
given, shall be given to each director either by telephone or by written notice delivered
personally or sent to such director by mail or by other form of written communication at least
one day before the date of the meeting. Notice of any meeting may be waived in writing at any
time before or after the meeting and will be waived by any director by attendance at such
meeting.
Section 11. Quorum and Manner of Acting. Except as otherwise provided by statute or
by these By -Laws, a majority of the total number of directors (but not less than two) shall be
required to constitute a quorum for the transaction of business at any meeting, and the act of a
majority of the directors present at any meeting at which a quorum shall be present shall be the
act of the Board of Directors. In the absence of a quorum, a majority of the directors present may
adjourn any meeting from time to time until a quorum be had. Notice of any adjourned meeting
need not be given.
Section 12. Action Without Meeting. Unless otherwise restricted by the Certificate of
Incorporation or by these By -Laws, any action required or permitted to be taken at any meeting
of the Board of Directors or of any committee thereof, may be taken without a meeting, if all
members of the Board or of such committee, as the case may be, consent thereto in writing, and
such writing or writings are filed with the minutes of proceedings of the Board or Committee.
Section 13. Meeting by Telephone. Unless otherwise restricted by the Certificate of
Incorporation or these By -Laws, members of the Board of Directors, or any committee
designated by the Board of Directors, may participate in a meeting of the Board of Directors,
or any committee, by means of conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other, and such
participation in a meeting shall constitute presence in person at the meeting.
Section 14. Compensation. The Board of Directors may at any time or from time to time
by resolution provide that a specified sum shall be paid to any director of the Corporation, either
as their annual compensation as such director or member of any committee of the Board of
Directors or as compensation for their attendance at each meeting of the Board of Directors or
any such committee. The Board of Directors may also likewise provide that the Corporation
shall reimburse each director for any expense paid by him or her on account of their attendance
at any meeting. Nothing in this Section shall be construed to preclude any director from serving
the Corporation in any other capacity and receiving compensation therefor.
ARTICLE IV
EXECUTIVE COMMITTEE
Section 1. Appointment. The Board of Directors may by resolution passed by a
majority of the whole Board, appoint an Executive Committee of not less than three members,
all
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of whom shall be directors. The Chairman of the Executive Committee shall be elected by the
Board of Directors.
Section 2. Powers. The Executive Committee shall have and may exercise, when the
Board is not in session, the power of the Board of Directors in the management of the business
and affairs of the Corporation; but neither the Executive Committee nor any other committee
shall have the power or authority in reference to amending the Certificate of Incorporation,
adopting an agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the Corporation's property and assets,
recommending to the stockholders a dissolution of the Corporation or a revocation of a
dissolution, or amending the By -Laws of the Corporation, nor shall it have the power or
authority to declare a dividend, to authorize the issuance of stock or to fill vacancies in the Board
of Directors or the Executive Committee.
Section 3. Term. The term of the Executive Committee shall be coexistent with that
of the Board of Directors which shall have appointed such Committee. The Board may at any
time for any reason remove any individual member of the Executive Committee and the Board
may fill a Committee vacancy created by death, resignation or removal or increase in the number
of members of the Executive Committee. The Board of Directors may designate one or more
directors as alternate members of the Executive Committee who may replace any absent or
disqualified member at any meeting of the Committee.
Section 4. Meetinas. Regular meetings of the Executive Committee, of which no
notice shall be required, may be held on such days and at such places as shall be fixed by
resolution adopted by a majority of the Committee and communicated to all of its members.
Special meetings of the Executive Committee shall be held whenever called by the Chairman of
the Executive Committee, the Chairman of the Board, the Vice Chairman of the Board, the
Chief Executive Officer, the President, or a majority of the members of the Executive
Committee then in office and shall be held at such time and place as shall be designated in the
notice of the meeting.
Section 5. Ouorum and Manner of Action. A majority of the Executive Committee
shall constitute a quorum for the transaction of business and the act of a majority of those present
at a meeting thereof at which a quorum is present shall be the act of the Committee.
ARTICLE V
OTHER COMMITTEES
Section 1. Committees of the Board of Directors. The Board of Directors may, by
resolution passed by a majority of the whole Board, from time to time appoint other committees
of the Board of Directors. Each such committee, to the extent permitted by law and these By -
Laws, shall have and may exercise such of the powers of the Board of Directors in the
management and affairs of the Corporation as may be prescribed by the resolution creating such
committee. A majority of all of the members of any such committee may determine its action and
fix the time and place of its meetings and specify what notice thereof, if any, shall be given,
unless the Board of Directors shall otherwise prescribe. The Board of Directors shall have power
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to change the members of any such committee at any time, to fill vacancies and to discontinue
any such committee at any time.
Section 2. Non -Board Committees. The authority conferred upon the Board of
Directors by Section 1 of this Article V to appoint committees of the Board of Directors shall not
be deemed to preclude the appointment by either the Board of Directors or the Executive
Committee of committees whose members need not be directors of the Corporation provided that
such committees may not exercise any of the powers of the Board of Directors.
ARTICLE VI
OFFICERS
Section 1. Number. The officers of the Corporation shall be the Chairman of the
Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, the Chief
Financial Officer, one or more Vice Presidents, a Secretary and a Treasurer. The Board of
Directors may also appoint one or more Assistant Vice Presidents, Assistant Secretaries or
Assistant Treasurers and such other officers and agents with such powers and duties as it shall
deem necessary. Assistant Vice Presidents may also be appointed by the Chairman of the Board,
the Vice Chairman of the Board or the Chief Executive Officer. Any officer may be given such
specific designation as may be determined from time to time by the Board of Directors. Any
two or more offices except those of Chief Executive Officer, Chief Financial Officer and
Secretary may be held by the same person.
Section 2. Election and Term of Office. The officers shall be elected annually by the
Board of Directors at its organization meeting following the annual meeting of the stockholders
and each shall hold office until the next annual election of officers and until their successor is
elected and qualified, or until their death, resignation or removal. Any officer may be removed
at any time, with or without cause, by a vote of the majority of the whole Board. Any vacancy
occurring in any office may be filled by the Board of Directors.
Section 3. Chairman and Vice Chairman of the Board.
(1) The Chairman of the Board shall exercise such powers and perform such
duties as may be assigned to him or her by these By -Laws or by the Board of Directors. The
Chairman of the Board shall preside at meetings of the stockholders and Board of Directors
and, in the absence of the Chairman of the Executive Committee, shall preside at meetings of
the Executive Committee.
(2) The Vice Chairman of the Board, in the absence of the Chairman of the
Board, shall preside at meetings of the stockholders and Board of Directors. He or she shall
exercise such other powers and perform such other duties as may be assigned to him or her
by these By -Laws or by the Board of Directors.
Section 4. Chief Executive Officer. The Chief Executive Officer, subject to the
general control of the Board of Directors, shall be responsible for the management and direction
of the affairs of the Corporation, its officers, employees and agents and shall supervise generally
the affairs of the Corporation. He or she shall exercise such other powers and perform such other
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duties as may be assigned to him or her by these By -Laws or by the Board of Directors. In the
absence of the Chairman of the Board and the Vice Chairman of the Board, he or she shall
preside at meetings of the stockholders.
Section 5. President. The President, shall perform such duties and have such powers
as the Board of Directors or, if the President is not also the Chief Executive Officer, the Chief
Executive Officer shall designate from time to time, including the authority to act in the absence
of the Chief Executive Officer.
Section 6. Vice Presidents. The Board of Directors may designate any Vice President
as having such powers and duties in the absence of the Chief Executive Officer and the President
as it deems appropriate. Except where by law the signature of the Chairman of the Board, the
Chief Executive Officer or a President is required, each of the Vice Presidents shall have the
same power as the Chairman of the Board, the Chief Executive Officer or the President to sign
certificates, contracts and other instruments of the Corporation. Any Vice President shall perform
such other duties and may exercise such other powers as may from time to time be assigned to
him or her by these By -Laws, the Board of Directors, the Chairman of the Board or the Chief
Executive Officer. The Board of Directors may designate any Vice President as being an
Executive Vice President, Senior Vice President or such other title as it deems appropriate. The
Board of Directors shall determine, subject to applicable law, which Vice Presidents shall be
deemed "officers" or "executive officers" for regulatory compliance purposes, including, but not
limited to, compliance with rules and regulations promulgated under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended.
Section 7. Secretary and Assistant Secretaries. The Secretary shall record or cause to
be recorded in books provided for the purpose the minutes of the meetings of the stockholders,
the Board of Directors, the Executive Committee and all other committees of the Board of
Directors, if any; shall see that all notices are duly given in accordance with the provisions of
these By -Laws and as required by law; shall be custodian of the seal of the Corporation and see
that the seal is affixed to all documents, the execution of which on behalf of the Corporation
under its seal is duly authorized in accordance with the provisions of these By -Laws; and, in
general, shall perform all duties incident to the office of Secretary and such other duties as may,
from time to time, be assigned to him or her by the Board of Directors, the Chairman of the
Board or the Chief Executive Officer. At the request of the Secretary, or in their absence or
disability, any Assistant Secretary shall perform any of the duties of the Secretary and, when so
acting, shall have all the powers and be subject to all the restrictions upon, the Secretary. Except
where by law the signature of the Secretary is required, each of the Assistant Secretaries shall
possess the same power as the Secretary to sign certificates, contracts, obligations and other
instruments of the Corporation, and to affix the seal of the Corporation to such instruments, and
attest the same.
Section 8. Chief Financial Officer. The Chief Financial Officer shall keep or cause to
be kept the books of account of the Corporation and shall render statements of the financial
affairs of the Corporation in such form and as often as required by the Board of Directors, the
Chairman of the Board or the Chief Executive Officer. The Chief Financial Officer shall perform
all other duties commonly incident to their office and shall perform such other duties and have
such other powers as the Board of Directors, the Chairman of the Board or the Chief Executive
Officer shall designate from time to time. At the request of the Chief Financial Officer, or in their
Amended and Restated By -Laws of Robert Half Inc.
absence or disability, the Treasurer may perform any of the duties of the Chief Financial Officer
and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the
Chief Financial Officer. Except where by law the signature of the Chief Financial Officer is
required, the Treasurer shall possess the same power as the Chief Financial Officer to sign all
certificates, contracts, obligations and other instruments of the Corporation.
Section 9. Treasurer and Assistant Treasurer. The Treasurer, subject to the order of
the Board of Directors, shall have the custody of all funds and securities of the Corporation. The
Treasurer shall perform all other duties commonly incident to their office and shall perform such
other duties and have such other powers as the Board of Directors, the Chairman of the Board,
the Chief Executive Officer or the Chief Financial Officer shall designate from time to time. At
the request of the Treasurer, or in their absence or disability, the Assistant Treasurer or, in case
there shall be more than one Assistant Treasurer, the Assistant Treasurer designated by the Board
of Directors, the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer
or the Treasurer, may perform any of the duties of the Treasurer and, when so acting, shall have
all the powers of, and be subject to all the restrictions upon, the Treasurer. Except where by law
the signature of the Treasurer is required, each of the Assistant Treasurers shall possess the same
power as the Treasurer to sign all certificates, contracts, obligations and other instruments of the
Corporation.
Section 10. Assistant Vice Presidents. The Assistant Vice Presidents shall perform
such duties as shall be determined by the Board of Directors, the Chairman of the Board or
the Chief Executive Officer of the Corporation.
ARTICLE VII
EXECUTION OF INSTRUMENTS
The Board of Directors may, in its discretion, determine the method and designate the
signatory officer or officers, or other person or persons, to execute any corporate instrument or
document or to sign the corporate name without limitation, except where otherwise provided by
law or in these By -Laws, and such designation may be general or confined to specific instances.
ARTICLE VIII
VOTING OF SECURITIES OWNED BY THE CORPORATION
All stock and other securities of other corporations held by the Corporation shall be
voted, and all proxies with respect thereto shall be executed, by the person authorized so to do
by resolution of the Board of Directors, or, in the absence of such authorization, by the
Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the
President or any Vice President.
ARTICLE IX
SHARES OF STOCK
Amended and Restated By -Laws of Robert Half Inc.
Section 1. Form and Execution of Certificates. The certificates of stock of the
Corporation shall be numbered and shall be entered in the books of the Corporation as they are
issued. They shall exhibit the holder's name and number of shares and shall be signed by the
Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the
President or any Vice President and the Secretary or an Assistant Secretary. Any or all of the
signatures on such certificate may be a facsimile. In case any officer of the Corporation who
shall have signed, or whose facsimile signature shall have been placed upon, such certificate
shall cease to be such officer before such certificate shall have been issued, such certificate may
nevertheless be issued by the Corporation with the same effect as though such person were
such officer at the date of issuance.
Section 2. Transfer. Transfer of stock shall be made on the books of the Corporation
only by the person named in the certificate or by attorney lawfully constituted in writing, and
upon surrender of the certificate.
Section 3. Fixins Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholder or any adjournment
thereof, or to express consent to corporate action in writing without a meeting, or entitled to
receive payment of any dividend or other distribution or allotment of any rights, or entitled to
exercise any rights in respect of any change, conversion or exchange of stock or for the purpose
of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall
not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty
days prior to any other action. A determination of stockholders of record entitled to notice of or
to vote a meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the Board of Directors may fix a new record date for the adjourned meeting.
Section 4. Record Owner. The Corporation shall be entitled to treat the holder of
record of any share or shares of stock as the holder in fact thereof and accordingly shall not
be bound to recognize any equitable or other claim to or interest in such share on the part of
any other person, whether or not it shall have express or other notice thereof, save as
expressly provided by the laws of Delaware.
Section 5. Lost Certificates. The Board of Directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates theretofore issued by the
Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of
that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issue of a new certificate or certificates, the Board of Directors may, in its
discretion and as a condition precedent to the issuance thereof, require the owner of such lost,
stolen or destroyed certificate or certificates, or their legal representative, to advertise the same in
such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct
as indemnity against any claim that may be made against the Corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
ARTICLE X
DIVIDENDS
Amended and Restated By -Laws of Robert Half Inc.
Subject to the provisions of law and of the Certificate of Incorporation, the Board of
Directors, at any regular or special meeting, may declare and pay dividends upon the shares of its
stock either (a) out of its surplus as defined in and computed in accordance with the provisions
of law or (b) in case it shall not have any such surplus, out of its net profits for the fiscal year in
which the dividend is declared and/or the preceding fiscal year, whenever and in such amount as,
in the opinion of the Board of Directors, the condition of the affairs of the Corporation shall
render advisable.
Before payment of any dividend or making any distribution of profits, there may be set
aside out of the surplus or net profits of the Corporation such sum or sums as the directors may
from time to time, in their absolute discretion, think proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any property of the
Corporation, or for such other purpose as the directors shall think conducive to the interests of
the Corporation.
ARTICLE XI
CORPORATE SEAL
The corporate seal shall consist of a die bearing the name of the Corporation and the
inscription "Corporate Seal -- Delaware." Said seal may be used by causing it or a facsimile
thereof to be impressed or affixed or reproduced or otherwise.
ARTICLE XII
AMENDMENTS
All By -Laws of the Corporation shall be subject to alterations or repeal, and new By -
Laws may be made, by the stockholders at any annual or special meeting, or except as otherwise
provided by these By -Laws or by law, by the affirmative vote of a majority of the directors then
in office given at any regular or special meeting of the Board of Directors.
DocuSign Envelope ID: B347F629-6EE1-47D7-B860-A57F68B9776A
Form Request for Taxpayer Give Form to the
(Rev. October2018) Identification Number and Certification requester. Do not
Department of the Treasury send to the IRS.
Internal Revenue Service ► Go to wwwJrs.gov/FormW9 for instructions and the latest information.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
Robert Half Inc.
2 Business name/disregarded entity name, if different from above
a�
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
4 Exemptions (codes apply only to
following seven boxes.
certain entities, not individuals; see
a
instructions on page 3):
o
ElIndividual/sole proprietor or ® C Corporation ElS Corporation ❑ Partnership ❑ Trust/estate
c
single -member LLC
Exempt payee code (if any)
0.5
❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ►
`p
Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check
Exemption from FATCA reporting
*' w
LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
code (if any)
a °
w
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
V
N
❑ Other (see instructions) ►
(Applies to accounts maintained outside the U.S.)
fn
5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional)
CD
2613 Camino Ramon
6 City, state, and ZIP code
San Ramon, CA 94583
7 List account number(s) here (optional)
KM Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, for a - m
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
9 4 - 1 1 6 1 4 8 7 5 2
Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and divide lr@�6MR,RWequired to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later.
Sign Signature ofe''" �r"'x 8/1/2023
Here U.S. person ► Date ►
EB07F88FE4F3493...
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of information
returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W-9 (Rev. 10-2018)
U G'. Business Organizations Trademarks Notary ACCOLI11t Helpl'Fees Briefcase LogoLi'
Filing Number:
Original Date of Filing
Formation Date:
Tax ID:
Name:
Address:
Fictitious Name:
Jurisdiction:
Foreign Formation
Date:
801063674
Decernber 16. 2008
NiA
19416487528
Robert Half Inc.
2684 Sand hill Rd. - Ste_ 200
Menlo Park, CA 94025 USA
N/A
DE, USA
October 18, 1979
Entity Type: Foreign For -Profit Corporation
Entity Status: In existence
FEIN: 941648752
BUSINESS ORGANIZATIONS INQUIRY -VIEW ENTITY