Current Report · Items 5.03, 5.07, 9.01 · 8-K
Kelly Services, Inc.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders
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.…
Filed May 13, 2026Accepted May 13, 2026, 4:15 PM EDTCIK 55135Accession 0001193125-26-221663
Company context
Kelly Services, Inc. (Nasdaq: KELYA, KELYB) helps companies recruit and manage skilled workers and helps job seekers find great work. Since inventing the staffing industry in 1946, we have become experts in the many industries and local and global markets we serve. With a network of suppliers and partners around the world, we connect more than 400,000 people with work every year. Our suite of outsourcing and consulting services and solutions ensures companies have the people they need, when and where they are needed most. Headquartered in Troy, Michigan, we empower businesses and individuals to access limitless opportunities in industries such as science, engineering, technology, education, manufacturing, retail, finance, and energy. Revenue in 2024 was $4.3 billion. Learn more at kellyservices.com.
Current securities
Registered securities in this filing
KELLY SERVICES INC · 8-K · Filed 2026-05-13
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Class A Common Stock, $1.00 par value per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: duration_2026-05-07_to_2026-05-07_us-gaap-StatementClassOfStockAxis_us-gaap-CommonClassAMember
Dimensions: us-gaap:StatementClassOfStockAxis
Class B Common Stock, $1.00 par value per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Current
Filing context
Context: duration_2026-05-07_to_2026-05-07_us-gaap-StatementClassOfStockAxis_us-gaap-CommonClassBMember
Dimensions: us-gaap:StatementClassOfStockAxis
Accession 000119312526221663 · 2 registered-security cover members
Read the exact SEC filing ↗Disclosure sections
Items 5.03, 5.07, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
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 5.07Item 5.07 - Submission of Matters to Vote
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 Number of Shares Broker Non-Votes
Voted “For” Voted “Withheld”
────────────────────────────────────────────────────────────────────────────────────────────
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