Robert Half (RHI) Proxy Filing summary

Executive summary

• 2024 operating results were impacted by macroeconomic uncertainty, with service revenues down 9% and net income down 39% from the prior year; diluted net income per share decreased 37%.

• Return on Invested Capital (ROIC) was 17% in 2024, and cumulative total stockholder returns over five years were 25.2%.

• Over the past five years, $2.10 billion was returned to stockholders through $1.16 billion in share repurchases and $942 million in dividends.

• The company maintained a strong financial position with $538 million in cash and no debt at year-end.

Voting matters and shareholder proposals

• Stockholders will vote to elect nine directors, approve executive compensation on an advisory basis, and ratify the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2025.

• Proxy access is available for stockholders, and proposals for the 2026 meeting must be submitted by December 12, 2025.

Board of directors and corporate governance

• Seven of nine directors are independent; 33% are female and 11% from underrepresented groups.

• Board committees (Audit, Compensation, Nominating) are 100% independent.

• The board has a Lead Director, annual self-evaluations, and policies limiting overboarding.

• Director and CEO succession plans are reviewed annually.

• Directors are elected annually by majority vote; no classified board or dual-class stock.