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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) May 6, 2021

Robert Half International 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
Not Applicable
(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 class |  | Trading Symbol(s) |  | Name of each exchange on which 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 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 1.01 | Entry into a Material Definitive Agreement.

Amendment of Existing Credit Agreement
On May 6, 2021, Robert Half International Inc. (the “Company”) entered into an amendment (“Amendment No. 1”) to that certain $100 million Credit Agreement dated as of May 11, 2020 (as so amended, the “Credit Agreement”). Amendment No. 1 extends the maturity of the Credit Agreement to May 2024. Upon the effectiveness of Amendment No. 1, each loan document and all other documents, instruments and agreements executed and/or delivered in connection with the Credit Agreement will remain in full force and effect. The Credit Agreement is an unsecured revolving facility. Borrowings under the Credit Agreement will bear interest in accordance with the terms of the borrowing, which typically will be calculated according to the London Interbank Offered Rate (“LIBOR”), or a similar substitute rate after the expiration of LIBOR, plus an applicable margin. The facility’s bookrunner and lead arranger was JPMorgan Chase Bank, N.A., and the initial Lenders were JPMorgan Chase Bank, N.A. and Bank of America, N.A.
The Credit Agreement contains customary representations, warranties and affirmative covenants. The Credit Agreement also contains customary negative covenants, subject to negotiated exceptions on (i) indebtedness, (ii) liens, (iii) significant corporate changes, (iv) dispositions and (v) restricted payments. The Credit Agreement also contains customary events of default, such as payment defaults, bankruptcy and insolvency, the occurrence of a defined change in control, or the failure to observe the negative covenants and certain other covenants related to the operation of the Company’s business.
The above description of the Credit Agreement is not complete and is qualified in its entirety by the actual terms of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Guaranty
On May 11, 2020, Protiviti Inc. (the “Guarantor”) entered into a Guaranty (the “Guaranty”) whereby the Guarantor agreed to unconditionally guarantee the obligations of the Company under the Credit Agreement. The Guaranty continues in full force and effect under the terms of Amendment No. 1.
The above description of the Guaranty is not complete and is qualified in its entirety by the actual terms of the Guaranty, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information required by this Item is included in Item 1.01 of this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 | Financial Statements and Exhibits.

| (d) | Exhibits.

Exhibit | Description
10.1 | Credit Agreement, dated as of May 11, 2020, among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, conformed to reflect the amendments effective as of May 6, 2021 pursuant to the Amendment No.1 described in Exhibit 10.3.
10.2 | Guaranty, dated May 11, 2020, by Protiviti Inc. in favor of JPMorgan Chase Bank, N.A., as administrative agent incorporated by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated May 11, 2020.
10.3 | Amendment No.1, dated May 6, 2021 to Credit Agreement Dated as of May 11, 2020.
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 International Inc.
Date: May 11, 2021 | By: | /s/ Evelyn Crane-Oliver
| Name: Evelyn Crane-Oliver
| Title: Senior Vice President, Secretary and General Counsel