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 May 17, 2022, Kelly Services, Inc. (the “Company”), based on the authorization of its Compensation and Talent Management Committee, entered into an Employment Agreement (the “Employment Agreement”) with Dinette Koolhaas, the Company’s Senior Vice President and President International. The parties entered into the Employment Agreement for purposes of documenting the compensation arrangements applicable to Ms. Koolhaas and is effective commencing as of May 17, 2022. The Employment Agreement, which is governed by Swiss law, provides for a base salary equivalent to Ms. Koolhaas’ current base salary, which is payable in Swiss francs, and includes an indemnification provision and severance provisions intended to replicate the benefits provided to Tier 3 participants under the Company’s Senior Executive Severance Plan, which is limited to executive employees residing in the United States. Ms. Koolhaas will continue to participate in the Company’s Short-Term Incentive Plan and Equity Incentive Plan. She does not participate in the Company’s Management Retirement Plan, but will be provided with certain retirement benefits under her Employment Agreement in accordance with Swiss law.
| 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 18, 2022. 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 |
3,187,007 | 12,475 | 96,071 | |||||||||
| Peter W. Quigley |
3,187,683 | 11,799 | 96,071 | |||||||||
| Gerald S. Adolph |
3,187,007 | 12,475 | 96,071 | |||||||||
| George S. Corona |
3,187,683 | 11,799 | 96,071 | |||||||||
| Robert S. Cubbin |
3,187,007 | 12,475 | 96,071 | |||||||||
| Amala Duggirala |
3,187,683 | 11,799 | 96,071 | |||||||||
| InaMarie F. Johnson |
3,187,683 | 11,799 | 96,071 | |||||||||
| Terrence B. Larkin |
3,186,342 | 13,140 | 96,071 | |||||||||
| Leslie A. Murphy |
3,187,007 | 12,475 | 96,071 | |||||||||
Proposal 2
The Company’s stockholders approved, by advisory vote, the Company’s executive compensation, as follows:
| Shares Voting “For” |
3,152,865 | |||
| Shares Voting “Against” |
45,275 | |||
| Shares Abstaining From Voting |
1,342 | |||
| Broker Non-Votes |
96,071 |
Proposal 3
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLC as the Company’s independent registered public accounting firm for the 2022 fiscal year, as follows:
| Shares Voting “For” |
3,283,049 | |||
| Shares Voting “Against” |
11,595 | |||
| Shares Abstaining From Voting |
909 | |||
| Broker Non-Votes |
0 |
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 20, 2022 | /s/ James M. Polehna | |||||
| James M. Polehna | ||||||
| Corporate Secretary | ||||||