--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-137799" form_type: "8-K" ticker: "KELYA" cik: "0000055135" company_name: "KELLY SERVICES INC" filed_at: "2024-05-14T23:59:59+00:00" generated_at: "2026-06-02T01:28:47.366884+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Kelly Services shareholders approve officer exculpation amendment; all directors elected ## Summary - Shareholders approved an amendment to the certificate of incorporation to allow officer exculpation under Delaware law. - Votes on amendment: 3,181,673 for, 8,044 against, 51 abstain, 77,419 broker non-votes; effective May 14, 2024. - All nine director nominees elected; votes ranged from 3,184,145 to 3,189,628 for, with 77,419 broker non-votes. - Advisory vote on executive compensation approved with 3,156,040 for, 33,250 against, 478 abstaining. - Ratification of PwC as auditor approved with 3,265,824 for, 1,060 against, 303 abstain, 0 broker non-votes. ## SEC filing metadata - accession: 0001193125-24-137799 - form_type: 8-K - ticker: KELYA - cik: 0000055135 - company_name: KELLY SERVICES INC - filed_at: 2024-05-14T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/55135/000119312524137799/0001193125-24-137799-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/55135/000119312524137799/d803927d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-137799 - JSON: https://secwatch.observer/filing/0001193125-24-137799.json - Plain text: https://secwatch.observer/filing/0001193125-24-137799.txt ## Key facts - Governance Changes KELLY SERVICES INC: Amended and restated Certificate of Incorporation to reflect updated Delaware law provisions permitting officer exculpation (effective 2024-05-14). - Change: charter amendment - Effective: 2024-05-14 source text: the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to reflect updated Delaware law provisions permitting officer exculpation. The amendment to the Company’s Certificate of Incorporation was filed with the Secretary of State of the State of Delaware and became effective on May 14, 2024 evidence_url: https://www.sec.gov/Archives/edgar/data/55135/000119312524137799/0001193125-24-137799-index.htm - Shareholder Votes KELLY SERVICES INC shareholders approved Approval of amendment and restatement of Certificate of Incorporation to reflect updated Delaware law provisions permitting officer exculpation. - Proposal: charter amendment - Outcome: passed source text: Proposal 3 The Company’s stockholders approved an amendment and restatement of the Company’s Certificate of Incorporation to reflect updated Delaware law provisions permitting officer exculpation, as follows: Shares Voting “For” 3,181,673 Shares Voting “Against” 8,044 Shares Abstaining From Voting 51 Broker Non-Votes 77,419 evidence_url: https://www.sec.gov/Archives/edgar/data/55135/000119312524137799/0001193125-24-137799-index.htm - Shareholder Votes KELLY SERVICES INC shareholders approved Advisory vote on executive compensation. - Proposal: say on pay - Outcome: passed source text: Proposal 2 The Company’s stockholders approved, by advisory vote, the Company’s executive compensation, as follows: Shares Voting “For” 3,156,040 Shares Voting “Against” 33,250 Shares Abstaining From Voting 478 Broker Non-Votes 77,419 evidence_url: https://www.sec.gov/Archives/edgar/data/55135/000119312524137799/0001193125-24-137799-index.htm - Shareholder Votes KELLY SERVICES INC shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2024 fiscal year. - Proposal: auditor ratification - Outcome: passed source text: Proposal 4 The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year, as follows: Shares Voting “For” 3,265,824 Shares Voting “Against” 1,060 Shares Abstaining From Voting 303 Broker Non-Votes 0 evidence_url: https://www.sec.gov/Archives/edgar/data/55135/000119312524137799/0001193125-24-137799-index.htm - Shareholder Votes KELLY SERVICES INC shareholders approved Election of all nominees to the board of directors. - Proposal: director election - Outcome: passed source text: Proposal 1 All of the nominees for election to the Company’s board of directors were elected to serve until the next annual meeting of stockholders, as follows: Name of Nominee Number of Shares Voted “For” Number of Shares Voted “Withheld” Broker Non-Votes Terrence B. Larkin 3,189,578 190 77,419 Peter W. Quigley 3,189,628 140 77,419 Gerald S. Adolph 3,184,162 5,606 77,419 George S. Corona 3,189,578 190 77,419 Robert S. Cubbin 3,184,145 5,623 77,419 Amala Duggirala 3,184,821 4,947 77,419 InaMarie F. Johnson 3,184,821 4,947 77,419 Leslie A. Murphy 3,189,578 190 77,419 Donald R. Parfet 3,188,951 817 77,419 evidence_url: https://www.sec.gov/Archives/edgar/data/55135/000119312524137799/0001193125-24-137799-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.