Business Context and Reporting Period
Company: Kelly Services, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: May 7, 2026
Event: Annual Meeting of Stockholders held in virtual-only format on May 7, 2026.
Financial Metrics
This filing is a corporate governance report and does not contain financial performance data. The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
Stockholders approved an amendment to the Amended and Restated Certificate of Incorporation, effective upon filing with the Delaware Secretary of State on May 13, 2026. Key changes include:
- Permitting stockholder action by written consent.
- Expanding the ability to call special meetings to include the Chairperson of the Board and holders of a majority of Class B Common Stock voting power.
- Allowing stockholders to fill vacancies or newly created directorships in any manner permitted by Delaware law.
The Board also approved Amended and Restated Bylaws reflecting conforming changes, effective May 7, 2026.
Voting Results and Governance
Proposal 1: Election of Directors
All 11 nominees were elected. Voting results included significant "For" votes (approx. 3.05 million shares each) with minimal "Withheld" votes (ranging from 152 to 1,028 shares). Broker non-votes totaled 131,552 shares for all nominees.
Proposal 2: Executive Compensation (Advisory)
Approved with 3,052,698 shares "For" and 941 shares "Against".
Proposal 3: Amendment to Certificate of Incorporation
Approved with 3,046,639 shares "For" and 7,004 shares "Against".
Proposal 4: Ratification of Auditors
PricewaterhouseCoopers LLP was ratified for the 2026 fiscal year with 3,182,579 shares "For" and 3,072 shares "Against".
Key Facts for Investor Verification
- Verify the full text of the Amended and Restated Certificate of Incorporation (Exhibit 3.1) and Bylaws (Exhibit 3.2) for specific legal language regarding the new governance powers.
- Confirm the effective date of the Certificate of Incorporation amendment (May 13, 2026) versus the Bylaws (May 7, 2026).
- Note the significant number of broker non-votes (131,552) on director elections and the charter amendment, which may indicate shares held in street name where brokers lacked discretionary voting authority.
- Review subsequent filings for the 2026 fiscal year financial results, as this 8-K contains no financial data.