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Robert Half (NYSE: RHI) removes change-in-control severance trigger

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Robert Half Inc. updated its executive severance arrangements by entering into amended and restated severance agreements on April 20, 2026 with its Named Executive Officers M. Keith Waddell, Michael C. Buckley, Paul F. Gentzkow, Joseph A. Tarantino, and Harold M. Messmer.

The amendments remove provisions that previously gave severance benefits when an executive voluntarily resigned after a change in control. The company states this revision is intended to align its severance program with current best practices and market norms, while all other material terms of the agreements remain unchanged.

Positive

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Negative

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Executives covered 5 executives Named Executive Officers under amended severance agreements
Named Executive Officers financial
"the Company entered into amended and restated severance agreements with its Named Executive Officers"
Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.
severance benefits financial
"The amendments eliminate existing provisions that provided severance benefits upon a voluntary termination"
change in control financial
"severance benefits upon a voluntary termination of employment following a change in control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
amended and restated severance agreements financial
"the Company entered into amended and restated severance agreements with its Named Executive Officers"
Understanding 8-K Material Events →
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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) April 20, 2026
 ____________________
Robert Half Inc.
(Exact name of registrant as specified in its charter)
____________________
 
Delaware 01-10427 94-1648752
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (IRS Employer
Identification No.)
 
2884 Sand Hill Road, 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:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $.001 per ShareRHINew 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amended and Restated Severance Agreement
On April 20, 2026, the Company entered into amended and restated severance agreements with its Named Executive Officers, M. Keith Waddell, Michael C. Buckley, Paul F. Gentzkow, Joseph A. Tarantino, and Harold M. Messmer. The amendments eliminate existing provisions that provided severance benefits upon a voluntary termination of employment following a change in control. The Company made this change to align its severance arrangements with current best practices and market norms.
Except as described above, the material terms of the severance agreements remain unchanged.
Item 9.01Financial Statements and Exhibits.

(d)           Exhibits
Exhibit    Description
10.1
Form of Amended and Restated Severance Agreement dated April 20, 2026
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: April 20, 2026
 By: /s/    EVELYN CRANE-OLIVER
 Name: Evelyn Crane-Oliver
 Title: Senior Vice President, Secretary and General Counsel


Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation change did Robert Half (RHI) disclose?

Robert Half amended and restated severance agreements for key executives. The change removes severance benefits tied to voluntary resignations after a change in control, while leaving other material terms unchanged. The company states this aligns its arrangements with current best practices and market norms.

Which executives at Robert Half (RHI) are affected by the new severance agreements?

The amended severance agreements cover Robert Half’s Named Executive Officers. These are M. Keith Waddell, Michael C. Buckley, Paul F. Gentzkow, Joseph A. Tarantino, and Harold M. Messmer. All are subject to the updated terms adopted on April 20, 2026, as described in the filing.

How did Robert Half (RHI) change severance after a change in control?

Robert Half eliminated provisions that granted severance benefits when an executive voluntarily terminated employment following a change in control. This means voluntary resignations after such events no longer trigger severance under these agreements, while the company notes other material severance terms stay the same.

Why did Robert Half (RHI) modify its executive severance provisions?

Robert Half states it amended the severance agreements to align with current best practices and market norms. Specifically, it removed severance benefits tied to voluntary termination after a change in control, indicating a shift toward structures the company views as more consistent with prevailing governance standards.

When did Robert Half (RHI) approve the amended severance agreements?

Robert Half entered into the amended and restated severance agreements on April 20, 2026. That date is specified as the effective date of the new terms for the Named Executive Officers, including the removal of severance benefits connected to voluntary resignation after a change in control.

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

Other Documents