UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 9, 2024, at the annual meeting of stockholders (the “Annual Meeting”) of Kelly Services, Inc. (the “Company”) held in virtual-only format, the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to reflect updated Delaware law provisions permitting officer exculpation.
The amendment to the Company’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware and became effective on May 14, 2024 and is attached hereto as Exhibit 3.1.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
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 |
3,189,578 | 190 | 77,419 | |||
Peter W. Quigley |
3,189,628 | 140 | 77,419 | |||
Gerald S. Adolph |
3,184,162 | 5,606 | 77,419 | |||
George S. Corona |
3,189,578 | 190 | 77,419 | |||
Robert S. Cubbin |
3,184,145 | 5,623 | 77,419 | |||
Amala Duggirala |
3,184,821 | 4,947 | 77,419 | |||
InaMarie F. Johnson |
3,184,821 | 4,947 | 77,419 | |||
Leslie A. Murphy |
3,189,578 | 190 | 77,419 | |||
Donald R. Parfet |
3,188,951 | 817 | 77,419 |
Proposal 2
The Company’s stockholders approved, by advisory vote, the Company’s executive compensation, as follows:
Shares Voting “For” |
3,156,040 | |||
Shares Voting “Against” |
33,250 | |||
Shares Abstaining From Voting |
478 | |||
Broker Non-Votes |
77,419 |
Proposal 3
The Company’s stockholders approved an amendment and restatement of the Company’s Certificate of Incorporation to reflect updated Delaware law provisions permitting officer exculpation, as follows:
Shares Voting “For” |
3,181,673 | |||
Shares Voting “Against” |
8,044 | |||
Shares Abstaining From Voting |
51 | |||
Broker Non-Votes |
77,419 |
Proposal 4
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year, as follows:
Shares Voting “For” |
3,265,824 | |||
Shares Voting “Against” |
1,060 | |||
Shares Abstaining From Voting |
303 | |||
Broker Non-Votes |
0 |
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit No. |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Kelly Services, Inc. dated May 14, 2024 | |
| 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 14, 2024 | /s/ Vanessa P. Williams | |||||
| Vanessa P. Williams | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||