EX-99.1 2 sipex991.htm EX-99.1 Document Stock Incentive Plan Exhibit 99.1 ROBERT HALF INC. STOCK INCENTIVE PLAN (As Amended and Restated May 13, 2026 (the “Effective Date”)) SECTION 1. ESTABLISHMENT AND PURPOSE. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by (a) encouraging Participants to focus on critical long-range objectives, (b) encouraging the attraction and retention of individuals with exceptional qualifications and (c) linking Participants directly to stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Restricted Shares, Performance Shares, Stock Units, Performance Units, Options (which may constitute incentive stock options or nonstatutory stock options) or stock appreciation rights. SECTION 2. DEFINITIONS. “Adjustment Provisions” shall mean the terms and conditions applicable to the adjustment of an Award subject to a Performance Condition, as set forth in the agreement for such Award. “Affiliate” shall mean any entity other than a Subsidiary, if RHI and/or one or more Subsidiaries own not less than fifty per…
Open exhibit ↗Current Report · Items 5.02, 5.07, 9.01 · 8-K
Robert Half Inc.
RHINYSEEQUITYCurrent
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the annual meeting of stockholders of Robert Half Inc.…
Recent company filings
- SCHEDULE 13G/A filingAug 14, 2026
- SCHEDULE 13G/A filingAug 12, 2026
- 10-Q filingAug 4, 2026
- Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Regulation FD DisclosureAug 3, 2026
- Results of Operations and Financial ConditionJul 23, 2026
Disclosure sections
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders of Robert Half Inc. (the “Company”) held on May 13, 2026 and described under Item 5.07 below, stockholders approved the amended and restated Stock Incentive Plan (the “Plan”), which had previously been adopted by the Company’s Board of Directors subject to stockholder approval.
The summary of the terms and conditions of the Plan contained on pages 53 to 61 of the Company’s 2026 Proxy Statement filed with the Securities and Exchange Commission on April 10, 2026, is incorporated herein by reference. This summary does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Plan, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 13, 2026, the Company held its annual meeting of stockholders. The four matters voted on by stockholders at the annual meeting were (1) the election of the eight directors named below, (2) to approve, on an advisory basis, executive compensation, (3) to approve the amended and restated Stock Incentive Plan, and (4) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2026.
The vote for directors was as follows:
Nominee For Against Abstain Broker Non-Votes
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Jana L. Barsten 83,767,643 1,828,715 74,120 6,785,185
Julia L. Coronado 83,468,056 2,129,810 72,612 6,785,185
Harold M. Messmer, Jr. 84,205,677 1,413,865 50,936 6,785,185
Marc H. Morial 82,870,147 2,724,973 75,358 6,785,185
Robert J. Pace 78,526,705 7,083,701 60,072 6,785,185
Frederick A. Richman 77,820,671 7,789,302 60,505 6,785,185
M. Keith Waddell 84,583,376 1,035,509 51,593 6,785,185
Marnie H. Wilking 83,465,462 2,132,253 72,763 6,785,185
The proposal to approve, on an advisory basis, executive compensation was approved by the following vote:
For 82,981,010
Against 2,236,438
Abstain 453,030
Broker Non-Votes 6,785,185
The proposal to approve the amended and restated Stock Incentive Plan was approved by the following vote:
For 84,545,099
Against 1,071,359
Abstain 54,020
Broker Non-Votes 6,785,185
The proposal regarding the ratification of the appointment of PricewaterhouseCoopers LLP as auditors for 2026 was approved by the following vote:
For 89,895,070
Against 2,518,513
Abstain 42,080
Broker Non-Votes ( 0 )