Robert Half (RHI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 13, 2026, to elect nine directors, approve executive compensation, amend the Stock Incentive Plan, and ratify the appointment of PwC as auditor for 2026.

• 2025 saw a 7% decrease in service revenues and a 47% drop in net income, reflecting industry-wide macroeconomic uncertainty.

• Total shareholder returns declined over one, three, and five-year periods, but $2.12 billion was returned to shareholders via dividends and buybacks over five years.

• The company maintains a pay-for-performance compensation philosophy, with CEO pay at 0.1% of market cap, below the industry median.

Voting matters and shareholder proposals

• Proposals include electing nine directors, an advisory vote on executive compensation, approval of the amended Stock Incentive Plan, and ratification of PwC as auditor.

• The board recommends voting FOR all proposals.

Board of directors and corporate governance

• Seven of nine directors are independent; board committees are fully independent.

• Board diversity includes 33% female and 11% from underrepresented groups; average director tenure is 14.77 years.

• Board leadership roles are separated between Chairman and CEO; annual board and individual evaluations are conducted.

• Directors are elected annually by majority vote; proxy access and no dual-class stock structure.