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 June 9, 2023, the revocation period expired for the Separation Agreement and Mutual Release (the “Separation Agreement”) entered into between the Company and Mr. Simons. Under the terms of the Separation Agreement, Mr. Simons will be entitled to a severance benefit equal to 52 weeks of base compensation, a pro rata portion of annual incentive compensation and certain other benefits as provided in the Separation Agreement. Under the Separation Agreement, Mr. Simons has agreed to a general release of claims against the Company and its officers and agents.
Effective June 8, 2023, the Company entered into an Independent Contractor Agreement (the “IC Agreement”) with Mr. Simons. Under the terms of the IC Agreement, Mr. Simons will be entitled to an hourly rate for consulting services related to information technology projects and certain other services as provided in the IC Agreement for a period to end September 1, 2023, unless terminated earlier.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement and the IC Agreement, which are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Kelly will continue to focus on driving digital innovation that transforms and optimizes its business processes, developing new tech-enabled customer and candidate-facing solutions, creating new business models, and improving both internal and external digital experiences. These initiatives will be led by Kelly’s Transformation Management Office.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
See Exhibit Index
Exhibit Index
| Exhibit 10.1 | Separation Agreement and Mutual Release between the Company and Darren Simons | |
| Exhibit 10.2 | Independent Contractor Agreement effective June 8, 2023 between the Company and Darren Simons | |
| Exhibit 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: June 14, 2023 | /s/ Vanessa Peterson Williams | |||||
| Vanessa Peterson Williams | ||||||
| SVP, General Counsel and Assistant Corporate Secretary | ||||||