8-K/AThe WireRed Alert
Executive Change
Filed Jan 8, 2024 · 2y ago · Accession 0001193125-24-003806
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/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 2, 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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2023, Kelly Services, Inc. (the “Company”) filed a Current Report on Form 8-K reporting that Dinette Koolhaas, senior vice president and president of Kelly International, will end her more than 15-year tenure with Kelly and move on to new endeavors following the close of the transaction between the Company and Gi Group Holdings S.P.A. (“Gi”) for the sale and purchase of all outstanding share capital of Kelly Services Management SARL (the “Transaction”), after a brief transition period.
On January 2, 2024, Kelly Services Outsourcing and Consulting Group Sàrl, a wholly-owned subsidiary of the Company (“Kelly Services OCG”), and Ms. Koolhaas entered into a Termination Agreement, terminating her employment contract with Kelly Services OCG (the “Termination Agreement”) as of March 31, 2024. Under the terms of the Termination Agreement, Ms. Koolhaas will be entitled to a severance benefit equal to 12 months of base compensation, 100% of annual incentive compensation and certain other benefits as provided in the Termination Agreement. In addition, in exchange for Ms. Koolhaas’ assistance in supporting the preparation for and completion of the Transaction, she will receive payment equal to 1% of the Purchase Price as defined in the Transaction Agreement. Under the Termination Agreement, Ms. Koolhaas has agreed to a mutual general release of claims against the Kelly Services OCG and its affiliates.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, which is attached as Exhibit 10.1 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
10.1
Termination Agreement dated January 2, 2024 between Kelly Services Outsourcing and Consulting Group Sàrl and Dinette Koolhaas.
104
Cover Page Interactive Data File (embedded within 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: January 8, 2024
/s/ Vanessa Peterson Williams
Vanessa Peterson Williams
Senior Vice President, General Counsel and Secretary
Filing details
- Company
- KELLY SERVICES INC
- Ticker
- KELYB
- CIK
- 55135
- Form type
- 8-K/A
- Filing date
- Jan 8, 2024
- Report date
- Nov 2, 2023
- Document
- d109206d8ka.htm
- Size
- 272 KB