Kelly Services (KELYA) boosts stockholder rights and reelects full board

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Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What governance changes did Kelly Services (KELYA) stockholders approve at the 2026 annual meeting?

When did Kelly Services’ amended certificate of incorporation and bylaws become effective?

Were all Kelly Services (KELYA) director nominees elected at the 2026 annual meeting?

How did Kelly Services (KELYA) stockholders vote on executive compensation in 2026?

Did Kelly Services (KELYA) stockholders approve the charter amendment itself?

Which audit firm did Kelly Services (KELYA) stockholders ratify for the 2026 fiscal year?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Kelly Services, Inc. reported results of its May 7, 2026 annual meeting, where stockholders approved several corporate governance changes and routine annual items. Stockholders adopted an amendment to the Amended and Restated Certificate of Incorporation to permit stockholder action by written consent, broaden who may call special meetings to include the Board chair and holders of at least a majority of the voting power of Class B common stock, and allow stockholders to fill board vacancies or newly created directorships as permitted by Delaware law. The amended certificate became effective upon filing in Delaware on May 13, 2026, and conforming bylaw amendments took effect on May 7, 2026. All director nominees were elected, the advisory vote approved the Company’s executive compensation, the charter amendment itself was approved, and PricewaterhouseCoopers LLP was ratified as independent registered public accounting firm for the 2026 fiscal year.

3 items: 5.03, 5.07, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Director votes – James Christopher Hunt: 3,046,545 shares For; 7,565 Withheld Say-on-pay approval: 3,052,698 For; 941 Against; 471 Abstain Charter amendment approval: 3,046,639 For; 7,004 Against; 467 Abstain +3 more

6 metrics

Director votes – James Christopher Hunt 3,046,545 shares For; 7,565 Withheld Election to Board at 2026 annual meeting; 131,552 broker non-votes

Say-on-pay approval 3,052,698 For; 941 Against; 471 Abstain Advisory vote on executive compensation; 131,552 broker non-votes

Charter amendment approval 3,046,639 For; 7,004 Against; 467 Abstain Vote on governance Amendment; 131,552 broker non-votes

Auditor ratification 3,182,579 For; 3,072 Against; 11 Abstain Ratification of PwC as 2026 independent registered public accounting firm

Effective date – certificate May 13, 2026 Amended and Restated Certificate of Incorporation filed in Delaware

Effective date – bylaws May 7, 2026 Amended and Restated Bylaws approved by Board

stockholder action by written consent, special meetings of stockholders, Amended and Restated Certificate of Incorporation, Amended and Restated Bylaws, +2 more

6 terms

special meetings of stockholders financial

"expand the persons who may call special meetings of stockholders to include the Chairperson"

Special meetings of stockholders are gatherings called outside the regular annual meeting to vote on specific, often urgent matters such as mergers, major asset sales, or changes in board control. For investors these meetings matter because they can produce quick, binding decisions that affect a shareholder’s ownership value or control rights—think of it like an emergency family meeting to decide whether to sell the house, where the outcome directly changes everyone’s stake.

Amended and Restated Certificate of Incorporation regulatory

"The Amendment is reflected in the Amended and Restated Certificate of Incorporation that became effective"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

Amended and Restated Bylaws regulatory

"The Board approved Amended and Restated Bylaws of the Company, reflecting conforming changes"

A company’s amended and restated bylaws are its internal rulebook rewritten to include all changes in one updated document, replacing the old bylaws. For investors, this matters because the bylaws set how the board, shareholders and officers make decisions, hold votes and handle disputes; a new consolidated version can change voting rights, control mechanisms or procedures that affect corporate governance and the value or risk of an investment.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Broker Non-Votes | 131,552"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

05/13/2026 - 04:15 PM

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): May 7, 2026

KELLY SERVICES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-01088

38-1510762

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer
Identification Number)

999 WEST BIG BEAVER ROAD

TROY, Michigan 48084

(Address of Principal Executive Offices)

(Zip Code)

(248) 362-4444

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

☐	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))

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


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Class A Common Stock, $1.00 par value per share	KELYA	The Nasdaq Stock Market LLC
Class B Common Stock, $1.00 par value per share	KELYB	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.03

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 5.07

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 Voted “For”		Number of Shares Voted “Withheld”		Broker Non-Votes
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

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Amended and Restated Certificate of Incorporation of Kelly Services, Inc. dated May 13, 2026

3.2		Amended and Restated Bylaws of Kelly Services, Inc. dated May 7, 2026

104		Cover Page Interactive Data File (embedded with the Inline XBRL document).

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.

Source: View Original Filing on SEC EDGAR

Stockholders approved an amendment allowing stockholder action by written consent, expanding who may call special meetings to include the Board chair and majority Class B holders, and permitting stockholders to fill board vacancies consistent with Delaware law, alongside the Board’s existing authority.

The Amended and Restated Certificate of Incorporation became effective upon filing with the Delaware Secretary of State on May 13, 2026. The Board-approved Amended and Restated Bylaws, reflecting conforming governance changes, became effective as of May 7, 2026, the date of the annual meeting.

All nominees for the Kelly Services Board were elected to serve until the next annual meeting. Each nominee received more than 3,046,000 shares voted “For,” with fewer than 7,600 shares withheld for any nominee, plus 131,552 broker non-votes reported for each seat.

Stockholders approved the Company’s executive compensation on an advisory basis. There were 3,052,698 shares voting “For,” 941 shares voting “Against,” 471 shares abstaining, and 131,552 broker non-votes, indicating broad support for the compensation program as presented.

Yes. The charter amendment was approved with 3,046,639 shares voting “For,” 7,004 shares voting “Against,” 467 shares abstaining, and 131,552 broker non-votes. This approval authorized the governance changes regarding written consents, special meetings, and stockholder authority to fill board vacancies.

Stockholders ratified PricewaterhouseCoopers LLP as Kelly Services’ independent registered public accounting firm for the 2026 fiscal year. The ratification received 3,182,579 shares voting “For,” 3,072 “Against,” and 11 abstentions, with no broker non-votes reported on this proposal.

KELLY SERVICES, INC.

Date: May 13, 2026

/s/ Vanessa P. Williams

Vanessa P. Williams

Executive Vice President, General Counsel and Corporate Secretary

6 documents