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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.

Read the source below for the full document.

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
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