Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On February 12, 2020, the Board of Directors amended and restated the Company's By-Laws to modify Article VI, Officers. Specifically, the amendments were to remove the "Office of the President" as well as to make other, non-substantive changes. This amendment follows the recent leadership transition announced by the Company in November 2019 where Harold M. Messmer, Jr. resigned as Chief Executive Officer and assumed the position of Executive Chairman. The Board of Directors determined that M. Keith Waddell, the successor to Mr. Messmer, would hold the office of President and Chief Executive Officer for the Company.

The foregoing description is qualified in its entirety by reference to the Amended and Restated By-Laws that are attached hereto as Exhibit 3.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d)   Exhibits

 Exhibit         Description

    3.2            By-laws of Robert Half International Inc.

    104          Cover Page Interactive Data File - the cover page XBRL tags are
                 embedded within the Inline XBRL document

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