8-K

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): March 2, 2021

 _________________________________________________________________

 

Kforce Inc.

Exact name of registrant as specified in its charter

_______________________________________________________________ 

Florida	000-26058	59-3264661
State or other jurisdiction of incorporation	Commission File Number	IRS Employer Identification No.

1001 East Palm Avenue, Tampa, Florida 33605

Address of principal executive offices Zip Code

Registrant’s telephone number, including area code: (813) 552-5000 

_______________________________________________________

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 per share	KFRC	NASDAQ

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 March 1, 2021, the Board of Directors (the “Board”) of Kforce Inc. (“Kforce”), on the recommendation of Kforce’s Nomination Committee, voted to increase the size of its Board from eight to nine members. On March 2, 2021, Derrick Brooks accepted an offer to fill the newly created Class II directorship, effective immediately. Mr. Brooks has agreed to stand for election at Kforce’s 2021 Annual Meeting of Shareholders for a term expiring in 2023. Mr. Brooks will serve on the Board’s Corporate Governance Committee.

Mr. Brooks, age 47, currently serves as the Executive Vice President of Corporate and Community Development of Vinik Sports Group (2019-present). Mr. Brooks previously served as the President of Tampa Bay Sports & Football Entertainment LLC, the owner of the Tampa Bay Storm Arena Football Team (2011-2019). Mr. Brooks also served as an NFL analyst for ESPN from 2009 to 2011. From 1995 to 2008, Mr. Brooks played for the Tampa Bay Buccaneers, was a Super Bowl Champion and a nine-time All-Pro. In addition to numerous other accomplishments during Mr. Brooks’ career, in 2014 he was inducted into the Pro Football Hall of Fame. Mr. Brooks also currently serves as an on field appeals officer for the National Football League (2014-present). Mr. Brooks served as the Managing Member of Brooks 55 Labor Enterprises, L.L.C., a full-service temporary and direct hire staffing company that provided staffing, administrative solutions, and on-time labor needs (2006-2012).

Mr. Brooks has a long history of outstanding community leadership. Mr. Brooks served as a member of the board of trustees of Florida State University (2003-2011). He has also served on the boards of the Florida Department of Education Foundation (2004-2010), St. Leo's University (2007-2010), the Florida Governor's Council on Physical Fitness (2007-2010), Brooks-DeBartolo Charities, Inc. (2006-present) and the Florida State Fair Authority (2017-present). Mr. Brooks is also the President and Founder of Derrick Brooks Charities, Inc. (2003-present) and Co-Chair of the Tampa Bay Super Bowl LV Host Committee (2019-2022). He also assisted with the opening of the first traditional charter high school in the Tampa Bay area - Brooks-DeBartolo Collegiate High School in 2007. Mr. Brooks was a recipient of the 2000 Walter Payton Man of the Year award, the league’s most prestigious honor for community service activities off the field as well as excellence on the field, and the 2004 Bryon White Award, which is given to one player each year for his charity work. In addition to a number of additional awards, Mr. Brooks received the 2003 Bart Starr Award honoring Starr’s lifelong commitment to serving as a positive role model to his family, teammates, and community.

Mr. Brooks graduated with a bachelor's degree in business communications and a Master's in Business Communications from Florida State University. He was also awarded an honorary Doctorate in Humane Letters from St. Leo's University in 2006.

As a non-employee director, Mr. Brooks will be compensated for his services in the manner consistent with that of Kforce’s other non-employee directors, as discussed in Kforce’s filings with the U.S. Securities and Exchange Commission. There are no transactions in which Mr. Brooks has an interest requiring disclosure under Item 404(a) of Regulation S-K. Additionally, there is no arrangement or understanding between Mr. Brooks and any other persons pursuant to which he was selected as a director that would be reportable under Item 401(d) of Regulation S-K.

Item 8.01 Other Events.

On March 4, 2021, Kforce issued a press release regarding its appointment of Mr. Brooks as a Class II director. A copy of this press release is furnished as Exhibit 99.1 to this Report and is incorporated into this Report by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished herewith:

Exhibit Number	Description
99.1	Press release of Kforce dated March 4, 2021
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

 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.

		KFORCE INC.
		(Registrant)
Date:	March 4, 2021	By:	/s/ DAVID M. KELLY
			David M. Kelly,
			Executive Vice President, Chief Financial Officer
			(Principal Financial Officer)
		KFORCE INC.
		(Registrant)
Date:	March 4, 2021	By:	/s/ JEFFREY B. HACKMAN
			Jeffrey B. Hackman,
			Senior Vice President, Finance and Accounting
			(Principal Accounting Officer)

EX-99.1

Exhibit 99.1

KFORCE ANNOUNCES RECENT

BOARD REFRESHMENT ACTIVITIES

TAMPA, FL, March 4, 2021 — Kforce Inc. (Nasdaq: KFRC) announced certain recent additions to its Board of Directors as a result of its ongoing refreshment activities.

On March 2, 2021, Derrick Brooks accepted an offer to join Kforce’s Board of Directors (“Board”) and serve on the Board’s Corporate Governance Committee, effective immediately.

Mr. Brooks currently serves as the Executive Vice President of Corporate and Community Development of Vinik Sports Group (2019-present). Mr. Brooks previously served as the President of Tampa Bay Sports & Football Entertainment LLC, the owner of the Tampa Bay Storm Arena Football Team (2011-2019). Mr. Brooks also served as an NFL analyst for ESPN from 2009 to 2011. From 1995 to 2008, Mr. Brooks played for the Tampa Bay Buccaneers, was a Super Bowl Champion and a nine-time All-Pro. In addition to numerous other accomplishments during Mr. Brooks’ career, in 2014 he was inducted into the Pro Football Hall of Fame. Mr. Brooks also currently serves as an on field appeals officer for the National Football League (2014-present). Mr. Brooks served as the Managing Member of Brooks 55 Labor Enterprises, L.L.C., a full-service temporary and direct hire staffing company that provided staffing, administrative solutions, and on-time labor needs (2006-2012).

Mr. Brooks has a long history of outstanding community leadership. Mr. Brooks served as a member of the board of trustees of Florida State University (2003-2011). He has also served on the boards of the Florida Department of Education Foundation (2004-2010), St. Leo's University (2007-2010), the Florida Governor's Council on Physical Fitness (2007-2010), Brooks-DeBartolo Charities, Inc. (2006-present) and the Florida State Fair Authority (2017-present). Mr. Brooks is also the President and Founder of Derrick Brooks Charities, Inc. (2003-present) and Co-Chair of the Tampa Bay Super Bowl LV Host Committee (2019-2022). He also assisted with the opening of the first traditional charter high school in the Tampa Bay area - Brooks-DeBartolo Collegiate High School in 2007. Mr. Brooks was a recipient of the 2000 Walter Payton Man of the Year award, the league’s most prestigious honor for community service activities off the field as well as excellence on the field, and the 2004 Bryon White Award, which is given to one player each year for his charity work. In addition to a number of additional awards, Mr. Brooks received the 2003 Bart Starr Award honoring Starr’s lifelong commitment to serving as a positive role model to his family, teammates, and community.

Mr. Brooks graduated with a bachelor's degree in business communications and a Master's in Business Communications from Florida State University. He was also awarded an honorary Doctorate in Humane Letters from St. Leo's University in 2006.

In the fourth quarter of 2020, Catherine H. Cloudman accepted an offer to join Kforce’s Board and serve on the Board’s Corporate Governance Committee. Ms. Cloudman is a board member and chairs the Personnel and Compensation Committees of both Hussey Seating Company, a manufacturer of telescopic and stadium seating, and Systems Engineering, an ESOP owned IT managed services provider, since 2015. Additionally, she has been a board member since 2019 of Gorham Savings Bank, a 150-year-old community bank, where she chairs the Director’s Loan Committee and is a member of the Audit, Risk, and Technology committees. Ms. Cloudman also serves on the board of Waynflete School, an independent K-12 day school, where she is the Treasurer and incoming Board Chair. Ms. Cloudman was also a board member of private equity backed Village Fertility Pharmacy until 2020. Prior to becoming a board member, she was a founder and CFO at Apothecary by Design and its successor company Village Fertility Pharmacy, both of which are national specialty pharmacies.

Ms. Cloudman brings to the Board nearly 30 years of professional work experience as an entrepreneur, strategic advisor, executive and board member with a unique track record of successfully leading organizations in achieving their strategic goals. Ms. Cloudman is a Certified Public Accountant (CPA) and received a Bachelor of Science in each Accounting and Advertising from Syracuse University and a Master of Business Administration from Boston College.

David L. Dunkel, Kforce’s Chairman and Chief Executive Officer commented, “We are very pleased to welcome Ms. Cloudman and Mr. Brooks to our Board. Each of these extraordinarily accomplished individuals, both professionally and personally, bring diverse and valuable perspectives to our Board. Four years ago, we began, in earnest, a mission to refresh our Board with individuals with skillsets and backgrounds to lead our firm into the future. We are very proud to have Catherine and Derrick on our team.”

Exhibit 99.1

About Kforce

Kforce Inc. is a domestic professional staffing services and solutions firm that specializes in the areas of Technology and Finance and Accounting. Each year, through our network of field offices located throughout the U.S. and two national delivery centers, we provide opportunities for over 30,000 highly skilled professionals who work with over 3,000 clients, including a significant majority of the Fortune 500. At Kforce, our promise is to deliver great results through strategic partnership and knowledge sharing. For more information, please visit our website at http://www.kforce.com.

AT THE COMPANY

Michael R. Blackman, Chief Corporate Development Officer

(813) 552-2927

XML

Cover Page	Mar. 04, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date	Mar. 02, 2021
Entity Registrant Name	Kforce Inc
Entity Incorporation, State or Country Code	FL
Entity File Number	000-26058
Entity Tax Identification Number	59-3264661
Entity Address, Address Line One	1001 East Palm Avenue
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33605
City Area Code	813
Local Phone Number	552-5000
Title of 12(b) Security	Common Stock, $0.01 per share
Trading Symbol	KFRC
Security Exchange Name	NASDAQ
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0000930420