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Executive Change

Filed May 4, 2021 · 5y ago · Accession 0001193125-21-149797

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549     FORM 8-K     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 1, 2021     KELLY SERVICES, INC. (Exact Name of Registrant as Specified in Charter)       DELAWARE   0-1088   38-1510762 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification Number) 999 WEST BIG BEAVER ROAD , TROY , MI CHIGAN 48084 (Address of Principal Executive Offices) (Zip Code) (248) 362-4444 (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 Class A Common   KELYA   Nasdaq Global Market Class B Common   KELYB   Nasdaq Global Market 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective May 1, 2021, Kelly Services, Inc., a Delaware corporation (the “Company”), amended and restated its Senior Executive Severance Plan (as so amended and restated, the “Senior Executive Severance Plan”), which had originally been adopted in March 2017.     All eleven of the Company’s executive officers based in the United States are now covered by the Senior Executive Severance Plan. Previously, eight of the executive officers had been covered by the Company’s General Severance Plan. These executive officers now participate at a new Tier 3 level of severance benefits under the Senior Executive Severance Plan. The Senior Executive Severance Plan also incorporates certain changes to the existing plan, including (i) an expansion of the “good reason” termination definition to cover the vesting of long-term incentive compensation grants following a change-in-control transaction, (ii) the addition of an exception to entitlement to severance benefits in the case of business unit heads who are offered the opportunity to continue to be employed by their business unit on comparable terms under new ownership, (iii) the addition of a claw-back of severance benefits paid if an event providing the Company with the right to terminate an executive’s employment for “cause” is identified following termination of the executive’s employment, (iv) the removal of certain provisions relating to Section 162(m) of the Internal Revenue Code of 1986, as amended, which are no longer applicable, (v) the addition of an exception to executives’ “good reason” termination rights in the case of across-the-board temporary reductions in base salary and (vi) dispute resolution through binding arbitration, in order to align with changes made in the Company’s General Severance Plan in 2020. The foregoing description of the Senior Executive Severance Plan contained in Item 5.02 of this Current Report on Form 8-K does not purport to be complete and is qualified in its entirety by reference to the full text of the Senior Executive Severance Plan attached as Exhibit 10.1 and incorporated herein by reference.   Item 9.01 Financial Statements and Exhibits. (d) Exhibits.   Number    Exhibit 10.1    Kelly Services, Inc. Amended and Restated Senior Executive Severance Plan 104    Cover Page Interactive Date 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 4, 2021                /s/ James M. Polehna       James M. Polehna       Senior Vice President and Corporate Secretary
Filing details
Ticker
KELYB
CIK
55135
Form type
8-K
Filing date
May 4, 2021
Report date
May 1, 2021
Document
d234000d8k.htm
Size
332 KB