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): November 30, 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.

Retirement of David L. Dunkel

On November 30, 2021, David L. Dunkel announced that he will retire from his position as the Chief Executive Officer of Kforce Inc. (“Kforce” or the “Firm”), effective December 30, 2021 (the “Retirement Date”), but remain employed by Kforce, on a limited, part-time basis and continue to serve as the Chairman of the Board of Directors (“Board”).

In connection with Mr. Dunkel’s retirement and in exchange for Mr. Dunkel providing advice, counsel and services to the Firm on a limited, part-time basis, for 2022, Mr. Dunkel will: (a) earn a base salary of $437,500 per year, which is subject to annual review by the Board of Directors of the Firm; (b) be eligible for an annual cash bonus under the Firm’s annual incentive program, based upon the achievement of certain performance goals established from year to year by the Firm’s Compensation Committee (with an annual target of 50% of his base salary); (c) be eligible for grants of stock-based awards under the Firm’s long-term incentive plan or plans (with an annual target of $1.5 million); and (d) be eligible for participation in the welfare benefit plans, practices, policies and programs provided by the Firm. The Compensation Committee will review Mr. Dunkel’s compensation annually.

The Firm expects to enter into a part-time employment agreement with Mr. Dunkel, effective January 1, 2022, that will outline his duties and responsibilities, compensation terms, along with other provisions including, but not limited to, non-competition covenants, and rights to receive a payment under certain circumstances if there is a change in control of the Firm during 2022.

There are no disagreements between Mr. Dunkel and the Firm or its Board.

Appointment of Joseph Liberatore as the Chief Executive Officer and a Director

On November 30, 2021, the Board appointed Joseph J. Liberatore, currently the Firm’s President, to succeed Mr. Dunkel and serve as President and Chief Executive Officer of the Firm, effective as of January 1, 2022.

Mr. Liberatore’s current employment agreement will remain in effect. In connection with his appointment, his base salary will be increased to $850,000, his annual target incentives will be $977,500 (subject to the attainment of certain performance goals) and his targeted annual long-term incentive will be $2,300,000 (subject to the attainment of certain performance goals). In recognition of Mr. Liberatore’s appointment as Chief Executive Officer of the Firm, the Board approved a grant of restricted shares to be made on December 31, 2021 with an aggregate grant date fair value of $2,250,000, as determined using the closing stock price on December 31, 2021. These shares will vest 100% on December 27, 2026, subject to Mr. Liberatore’s continued service to the Firm.

On November 30, 2021, the Firm increased the size of its Board of Directors from nine to ten and appointed Mr. Liberatore to the vacancy created by this increase. Mr. Liberatore will serve on the Board effective immediately and will stand for election to the Board, as a Class I Director, at the Firm’s annual meeting of shareholders in 2022.

Mr. Liberatore, age 58, has served as Kforce’s President since January 2013. He previously served as Corporate Secretary from 2007 to 2013, Chief Financial Officer from 2004 to 2012, Executive Vice President from 2008 to 2012, Senior Vice President from 2000 to 2008, Chief Talent Officer from 2001 to 2004 and Chief Sales Officer from 2000 to 2001. Mr. Liberatore has served in various other roles in Kforce (and its predecessors) since he joined the Firm in 1988.

There are no arrangements or understandings between Mr. Liberatore and any other person pursuant to which he was selected to be an officer or director of the Firm. Mr. Liberatore does not have any family relationship with any director or other executive officer of the Firm or any person nominated or chosen by the Firm to become an executive officer or director, and there are no transactions in which Mr. Liberatore has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On December 6, 2021, Kforce issued a press release regarding David L. Dunkel’s retirement and Joseph Liberatore’s appointment as the Chief Executive Officer and a 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 Inc. dated December 6, 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:	December 6, 2021	By:	/s/ DAVID M. KELLY
			David M. Kelly,
			Executive Vice President, Chief Financial Officer
			(Principal Financial Officer)
		KFORCE INC.
		(Registrant)
Date:	December 6, 2021	By:	/s/ JEFFREY B. HACKMAN
			Jeffrey B. Hackman,
			Senior Vice President, Finance and Accounting
			(Principal Accounting Officer)

EX-99.1

Exhibit 99.1 JOSEPH J. LIBERATORE TO SUCCEED DAVID L. DUNKEL AS CEO OF KFORCE, EFFECTIVE JANUARY 1, 2022 TAMPA, FL, December 6, 2021 — Kforce Inc. (Nasdaq: KFRC) announced today that Joseph J. Liberatore, the Firm’s current President and a more than 30-year veteran of the Company will succeed David L. Dunkel as Chief Executive Officer (CEO), effective January 1, 2022. Mr. Liberatore has been appointed to the Board effective immediately and will stand for election to the Board, as a Class I Director, at the Firm’s annual meeting of shareholders in 2022. Mr. Dunkel has held the CEO position at Kforce (the “Company” or the “Firm”) and its predecessors for over 40 years and has worked very closely with Mr. Liberatore during his more than 30 years of service with Kforce. Mr. Dunkel will retire effective December 30, 2021 but remain employed by Kforce, on a limited, part-time basis and continue to serve as the Chairman of the Board of Directors (Board). Mr. Liberatore joined one of Kforce’s predecessor companies, Romac International, in 1988, as a technology recruiter and served in multiple executive roles during his tenure with the Firm including Chief Sales Officer, Chief Talent Officer, Chief Financial Officer and as President for the last nine years. Mr. Dunkel said, “The strategic vision we laid out for the Firm to narrow our focus on providing technical and professional services to industry-leading and innovative companies is foundational to our recent exceptional performance. We believe the execution of this strategic vision has positioned Kforce extremely well to capture additional market share in the future. In 2021, we are delivering record levels of revenue growth and have greatly improved our profitability, and, in recognition of our performance, our stock price has continued to hit all-time highs. I have decided that this is the ideal time for me to step aside and turn the leadership reigns over to Joe. My initial five-year commitment to my father led to serving as the CEO of Kforce for more than 40 years, which has been one of the greatest experiences of my lifetime. I am humbled and eternally grateful for the honor and privilege to have served Kforce and its stakeholders in this capacity. There have certainly been a number of incredibly challenging times but, through each of those periods, we have persevered and Kforce emerged as a stronger Firm. No small part of our success over the years is attributable to the culture we have built at Kforce, the bond that is shared among our executive leadership team and the incredible strength of our Kforcers. Joe has played a significant part in developing and executing our strategic vision and every major initiative within the Firm for many years and was instrumental in managing our Firm through the pandemic. Since Joe’s promotion into the President role, our total shareholder return has exceeded 700%. I couldn’t think of a more qualified and principled leader to guide Kforce to new heights. I look forward to the opportunity to personally thank the many dedicated Kforcers, past and present, our shareholders and our tremendous clients, consultants and candidates for the opportunity to serve.” Lead Independent Director, Ralph Struzziero, commented, “This announcement is the culmination of a thoughtfully developed succession planning process and our entire Board is tremendously excited for Dave and Joe. Over his more than 40 years as CEO, Dave continually demonstrated his vision for Kforce and his unwavering commitment to delivering exceptional results. Kforce is what it is today because of Dave’s relentless drive for ‘more, better, faster’ and we are fortunate that Dave has agreed to continue his involvement in areas most important to the Firm, the Board and to Joe as he assumes his new role. We have watched Joe demonstrate his vision and leadership capabilities over many years but none more evident than over the last twenty months as he navigated the Firm through the global pandemic with a constant eye for the future. We look forward to Joe expanding upon his legacy as he leads Kforce into the future, continuing to deliver exceptional results for our shareholders.” Mr. Liberatore said, “I am grateful to Dave for the standard of excellence he has established along with his support and mentorship over the 30+ years we have worked so closely together; to our Board of Directors for their encouragement, wisdom and guidance; to the executive leadership team for their partnership and passion for the Firm, always leaning forward and never looking back; and for the fortitude of all of the dedicated Kforcers who are responsible for delivering exceptional results for our clients and consultants. We have built a strong foundation over

the last several years upon which we can continue delivering exceptional results for our many stakeholders. Our ‘office occasional’ operating model supported by flexibility and choice and empowered by trust and technology makes this an exciting time for Kforce, our industry and business with the reshaping of where and how work is performed. I couldn’t be more honored by the confidence Dave and the Board have placed in me and I’m excited about our future prospects against the backdrop of unparalleled secular drivers of technology demand.” About Kforce Inc. Kforce Inc. is a solutions firm that specializes in technology and other professional staffing services. Each year, we provide meaningful opportunities for over 30,000 highly skilled professionals who work with approximately 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. Michael R. Blackman, Chief Corporate Development Officer (813) 552-2927 Cautionary Note Regarding Forward-Looking Statements All statements in this press release, other than those of a historical nature, are forward-looking statements including, but not limited to, statements regarding expectations of future growth, ability to continue capturing incremental market share, ability to deliver positive shareholder returns or returns that may be commensurate with prior performance, the performance of technology-focused businesses, the secular drivers of technology, the pace of digital transformation, the Firm’s opportunity to continue investing in its future growth, returning capital to its shareholders including the intent and ability to declare and pay quarterly dividends. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Factors that could cause actual results to differ materially include the following: business conditions, growth rate in temporary staffing and the general economy; competitive factors; risks due to shifts in the market demand; a reduction in the supply of consultants and candidates or the Firm’s ability to attract and retain such individuals; the success of the Firm in attracting and retaining its management team and key operating employees; the impacts (direct and indirect) of COVID-19 on our business, our consultants and employees, and the overall economy; changes in the service mix; ability of the Firm to repurchase shares; the occurrence of unanticipated expenses; the effect of adverse weather conditions; changes in our effective tax rate; changes in government regulations, laws, orders, guidelines and policies that impact our business and our ability to comply with the same; risk of contract performance, delays or termination or the failure to obtain new assignments or contracts, or funding under contracts; ability to comply with our obligations in a remote work environment; changes in client demand and our ability to adapt to such changes; our ability to continue to perform under the government-sponsored COVID-19 related initiatives; continued performance of and improvements to our enterprise information systems; impacts of outstanding litigation or other legal matters, including the risk factors and matters listed from time to time in the Firm’s reports filed with the Securities and Exchange Commission, including, but not limited to, the Firm’s Form 10-K for the fiscal year ending December 31, 2020, as well as assumptions regarding the foregoing. The terms “should,” “believe,” “estimate,” “expect,” “intend,” “anticipate,” “foresee,” “plan” and similar expressions and variations thereof contained in this press release identify certain of such forward- looking statements, which speak only as of the date of this press release. As a result, such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Future events and actual results may differ materially from those indicated in the forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements and the Firm undertakes no obligation to update any forward-looking statements.

XML

Cover Page	Dec. 06, 2021	Nov. 30, 2021
Cover [Abstract]
Document Type	8-K
Document Period End Date		Nov. 30, 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