UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| (Address of Principal Executive Offices) |
| (Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
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:
| 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 Exchange Act:
| Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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 5.07 | Submission of Matters to a Vote of Security Holders. |
Kelly Services, Inc (the “Company”) held its annual meeting of stockholders in virtual-only format on May 17, 2023. 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 | |||||||||
| Donald R. Parfet |
3,216,563 | 13,150 | 53,196 | |||||||||
| Peter W. Quigley |
3,217,239 | 12,474 | 53,196 | |||||||||
| Gerald S. Adolph |
3,212,861 | 16,852 | 53,196 | |||||||||
| George S. Corona |
3,217,239 | 12,474 | 53,196 | |||||||||
| Robert S. Cubbin |
3,212,861 | 16,852 | 53,196 | |||||||||
| Amala Duggirala |
3,179,752 | 49,961 | 53,196 | |||||||||
| InaMarie F. Johnson |
3,179,752 | 49,961 | 53,196 | |||||||||
| Terrence B. Larkin |
3,211,426 | 18,287 | 53,196 | |||||||||
| Leslie A. Murphy |
3,217,239 | 12,474 | 53,196 | |||||||||
Proposal 2
The Company’s stockholders approved, by advisory vote, the Company’s executive compensation, as follows:
| Shares Voting “For” |
3,183,378 | |||
| Shares Voting “Against” |
44,584 | |||
| Shares Abstaining From Voting |
1,751 | |||
| Broker Non-Votes |
53,196 |
Proposal 3
The Company’s stockholders approved, by advisory vote, the frequency of future voting on the Company executive compensation, as follows:
| Shares Voting For One Year |
3,227,755 | |||
| Shares Voting For Two Years |
429 | |||
| Shares Voting for Three Years |
1,507 | |||
| Shares Abstaining from Voting |
22 | |||
| Broker Non-Votes |
53,196 |
Proposal 4
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLC as the Company’s independent registered public accounting firm for the 2023 fiscal year, as follows:
| Shares Voting “For” |
3,269.684 | |||
| Shares Voting “Against” |
13,224 | |||
| Shares Abstaining From Voting |
1 | |||
| Broker Non-Votes |
0 |
| Item 7.01 | Regulation FD Disclosure. |
On May 19, 2023, the Company issued a press release announcing the results of the voting at the Company’s annual meeting of stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The forgoing information is being furnished pursuant to Item 7.01 of Form 8-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release dated May 19, 2023. | |
| 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 19, 2023 | /s/ James M. Polehna | |||||
| James M. Polehna | ||||||
| Corporate Secretary | ||||||