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. |
On November 2, 2023, Kelly Services, Inc. (the “Company”) filed a Current Report on Form 8-K reporting that Dinette Koolhaas, senior vice president and president of Kelly International, will end her more than 15-year tenure with Kelly and move on to new endeavors following the close of the transaction between the Company and Gi Group Holdings S.P.A. (“Gi”) for the sale and purchase of all outstanding share capital of Kelly Services Management SARL (the “Transaction”), after a brief transition period.
On January 2, 2024, Kelly Services Outsourcing and Consulting Group Sàrl, a wholly-owned subsidiary of the Company (“Kelly Services OCG”), and Ms. Koolhaas entered into a Termination Agreement, terminating her employment contract with Kelly Services OCG (the “Termination Agreement”) as of March 31, 2024. Under the terms of the Termination Agreement, Ms. Koolhaas will be entitled to a severance benefit equal to 12 months of base compensation, 100% of annual incentive compensation and certain other benefits as provided in the Termination Agreement. In addition, in exchange for Ms. Koolhaas’ assistance in supporting the preparation for and completion of the Transaction, she will receive payment equal to 1% of the Purchase Price as defined in the Transaction Agreement. Under the Termination Agreement, Ms. Koolhaas has agreed to a mutual general release of claims against the Kelly Services OCG and its affiliates.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 10.1 | Termination Agreement dated January 2, 2024 between Kelly Services Outsourcing and Consulting Group Sàrl and Dinette Koolhaas. | |
| 104 | Cover Page Interactive Data File (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.
| KELLY SERVICES, INC. | ||||||
| Date: January 8, 2024 | /s/ Vanessa Peterson Williams | |||||
| Vanessa Peterson Williams | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||