8-KThe WireRoutine
Shareholder Vote · Reg FD Disclosure
Filed May 19, 2023 · 3y ago · Accession 0001193125-23-148954
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 17, 2023
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 , MICHIGAN 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 5.07
Submission of Matters to a Vote of Security Holders.
Kelly Services, Inc (the “Company”) held its annual meeting of stockholders in virtual-only format on May 17, 2023. 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
3,216,563
13,150
53,196
Peter W. Quigley
3,217,239
12,474
53,196
Gerald S. Adolph
3,212,861
16,852
53,196
George S. Corona
3,217,239
12,474
53,196
Robert S. Cubbin
3,212,861
16,852
53,196
Amala Duggirala
3,179,752
49,961
53,196
InaMarie F. Johnson
3,179,752
49,961
53,196
Terrence B. Larkin
3,211,426
18,287
53,196
Leslie A. Murphy
3,217,239
12,474
53,196
Proposal 2
The Company’s stockholders approved, by advisory vote, the Company’s executive compensation, as follows:
Shares Voting “For”
3,183,378
Shares Voting “Against”
44,584
Shares Abstaining From Voting
1,751
Broker Non-Votes
53,196
Proposal 3
The Company’s stockholders approved, by advisory vote, the frequency of future voting on the Company executive compensation, as follows:
Shares Voting For One Year
3,227,755
Shares Voting For Two Years
429
Shares Voting for Three Years
1,507
Shares Abstaining from Voting
22
Broker Non-Votes
53,196
Proposal 4
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLC as the Company’s independent registered public accounting firm for the 2023 fiscal year, as follows:
Shares Voting “For”
3,269.684
Shares Voting “Against”
13,224
Shares Abstaining From Voting
1
Broker Non-Votes
0
Item 7.01
Regulation FD Disclosure.
On May 19, 2023, the Company issued a press release announcing the results of the voting at the Company’s annual meeting of stockholders. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The forgoing information is being furnished pursuant to Item 7.01 of Form 8-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
99.1
Press release dated May 19, 2023.
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 19, 2023
/s/ James M. Polehna
James M. Polehna
Corporate Secretary
Filing details
- Company
- KELLY SERVICES INC
- Ticker
- KELYB
- CIK
- 55135
- Form type
- 8-K
- Filing date
- May 19, 2023
- Report date
- May 17, 2023
- Document
- d512726d8k.htm
- Size
- 215 KB