SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

Filed by the Registrant  x

 

Filed by a Party other than the Registrant  ¨

 

Check the appropriate box:

 

¨	Preliminary Proxy Statement

 

¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

¨	Definitive Proxy Statement

 

x	Definitive Additional Materials

 

¨	Soliciting Material Pursuant to Section 240.14a-12

 

ROBERT HALF INTERNATIONAL INC.

 

(Name of Registrant as Specified In Its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

x	No fee required.

 

¨	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

 

1)

Title of each class of securities to which transaction applies:

 

 

2)

Aggregate number of securities to which transaction applies:

 

 

3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:

 

 

4)

Proposed maximum aggregate value of transaction:

 

 

5)

Total fee paid:

 

 

¨	Fee paid previously with preliminary materials

 

¨	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

1)

Amount Previously Paid:

 

 

2)

Form, Schedule or Registration Statement No.:

 

 

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4)

Date Filed:

 

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The following letter was sent on April 28, 2011. The letter may be deemed “soliciting materials” within the meaning of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder.

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April 28, 2011

 

Talon Torressen

Investment Proxy Research

Fidelity Investments

One Spartan Way TS1E

Merrimack, NH 03054

 

Re:

Robert Half International Inc.

Stock Incentive Plan

 

Dear Mr. Torressen:

 

This letter will confirm that, at a regular scheduled meeting of either the Board of Directors or the Compensation Committee of Robert Half International Inc. to be held within the next twelve months, there will be a discussion of Section IV.B.3 of Fidelity Funds’ Proxy Voting Guidelines dated March 2011, such Section being as follows:

 

“FMR will generally vote against equity award plans or amendments to authorize additional shares under such plans if:

 

***

 

3. In the case of stock awards, the restriction period is less than three years for nonperformance-based awards, and less than one year for performance-based awards.

 

FMR will consider approving an equity award plan or an amendment to authorize additional shares under such plan if, without complying with Guideline 3 immediately above, the following two conditions are met:

 

a. The shares are granted by a compensation committee composed entirely of independent directors; and

 

b. The shares are limited to 5% (Large-Capitalization Company) and 10% (Small or Micro-Capitalization Company) of the shares authorized for grant under the plan.”