UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 7, 2026, at the annual meeting of stockholders (the “Annual Meeting”) of Kelly Services, Inc. (the “Company”), which was held in virtual-only format, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to (i) permit stockholder action by written consent, (ii) expand the persons who may call special meetings of stockholders to include the Chairperson of the Board of Directors (the “Board”) and holders of at least a majority of the voting power of the Company’s Class B Common Stock (in addition to the Board or a duly authorized committee), and (iii) permit stockholders to fill vacancies or newly created directorships in any manner permitted by Delaware law (in addition to the Board’s ability to fill vacancies). The Amendment is reflected in the Amended and Restated Certificate of Incorporation that became effective upon filing with the Secretary of State of the State of Delaware on May 13, 2026.
The Board approved Amended and Restated Bylaws of the Company, reflecting conforming changes consistent with the Amendment, effective as of May 7, 2026.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on May 7, 2026. 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 Board were elected to serve until the Company’s next annual meeting of stockholders, as follows:
Name of Nominee |
Number of Shares Voted “For” |
Number of Shares Voted “Withheld” |
Broker Non-Votes | |||||||||
James Christopher Hunt |
3,046,545 | 7,565 | 131,552 | |||||||||
Christopher D. Layden |
3,053,958 | 152 | 131,552 | |||||||||
Angela Brock-Kyle |
3,053,759 | 351 | 131,552 | |||||||||
Robert S. Cubbin |
3,053,199 | 911 | 131,552 | |||||||||
Amala Duggirala |
3,053,082 | 1,028 | 131,552 | |||||||||
Edward Escudero |
3,053,709 | 401 | 131,552 | |||||||||
James K. Hunt |
3,053,776 | 334 | 131,552 | |||||||||
Ryan B. McCrory |
3,053,765 | 345 | 131,552 | |||||||||
Leslie A. Murphy |
3,053,195 | 915 | 131,552 | |||||||||
Michael J. Wartell |
3,053,766 | 344 | 131,552 | |||||||||
George Young III |
3,053,776 | 334 | 131,552 | |||||||||
Proposal 2
The Company’s stockholders approved, on an advisory basis, the Company’s executive compensation, as follows:
Shares Voting “For” |
3,052,698 | |||
Shares Voting “Against” |
941 | |||
Shares Abstaining From Voting |
471 | |||
Broker Non-Votes |
131,552 |
Proposal 3
The Company’s stockholders approved the Amendment to the Company’s Amended and Restated Certificate of Incorporation, as follows:
Shares Voting “For” |
3,046,639 | |||
Shares Voting “Against” |
7,004 | |||
Shares Abstaining From Voting |
467 | |||
Broker Non-Votes |
131,552 |
Proposal 4
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year, as follows:
Shares Voting “For” |
3,182,579 | |||
Shares Voting “Against” |
3,072 | |||
Shares Abstaining From Voting |
11 | |||
Broker Non-Votes |
0 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation of Kelly Services, Inc. dated May 13, 2026 | |
| 3.2 | Amended and Restated Bylaws of Kelly Services, Inc. dated May 7, 2026 | |
| 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 13, 2026 | /s/ Vanessa P. Williams | |||||
| Vanessa P. Williams | ||||||
| Executive Vice President, General Counsel and Corporate Secretary | ||||||