UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Adoption of Equity Incentive Plan
At the annual meeting of the stockholders of Kelly Services, Inc. (the “Company”) held on May 8, 2025, the Company’s stockholders approved the Kelly Services, Inc. 2025 Equity Incentive Plan (the “Equity Incentive Plan”). The material terms of the Equity Incentive Plan are described in the Company’s definitive proxy statement for its annual meeting of stockholders filed with the Securities and Exchange Commission on April 14, 2025, which description is incorporated by reference in this Current Report on Form 8-K. A copy of the Equity Incentive Plan as so approved is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held its annual meeting of stockholders in virtual-only format on May 8, 2025. The final results of voting on each of the matters submitted to a vote of stockholders during the annual meeting are provided below.
Proposal 1
All of the nominees for election to the Company’s board of directors were elected to serve until the next annual meeting of stockholders, as follows:
| Name of Nominee |
Number of Shares Voted “For” |
Number of Shares Voted “Withheld” |
Broker Non-Votes | |||||||||
| Terrence B. Larkin |
3,181,198 | 0 | 64,597 | |||||||||
| Peter W. Quigley |
3,181,198 | 0 | 64,597 | |||||||||
| Gerald S. Adolph |
3,175,921 | 5,277 | 64,597 | |||||||||
| George S. Corona |
3,181,198 | 0 | 64,597 | |||||||||
| Robert S. Cubbin |
3,176,021 | 5,177 | 64,597 | |||||||||
| Amala Duggirala |
3,176,647 | 4,551 | 64,597 | |||||||||
| InaMarie F. Johnson |
3,175,951 | 5,247 | 64,597 | |||||||||
| Leslie A. Murphy |
3,180,502 | 696 | 64,597 | |||||||||
Proposal 2
The Company’s stockholders approved, by advisory vote, the Company’s executive compensation, as follows:
| Shares Voting “For” |
3,180,023 | |||
| Shares Voting “Against” |
1,076 | |||
| Shares Abstaining From Voting |
99 | |||
| Broker Non-Votes |
64,597 |
Proposal 3
The Company’s stockholders approved the Equity Incentive Plan, as follows:
| Shares Voting “For” |
3,175,544 | |||
| Shares Voting “Against” |
5,577 | |||
| Shares Abstaining From Voting |
77 | |||
| Broker Non-Votes |
64,597 |
Proposal 4
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year, as follows:
| Shares Voting “For” |
3,245,034 | |||
| Shares Voting “Against” |
760 | |||
| Shares Abstaining From Voting |
1 | |||
| Broker Non-Votes |
0 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 10.1 | Kelly Services, Inc. 2025 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (embedded with 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.
| KELLY SERVICES, INC. | ||||||
| Date: May 9, 2025 | /s/ Vanessa P. Williams | |||||
| Vanessa P. Williams | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||