Kforce (NYSE: KFRC) investors approve directors, pay and 2026 stock plan
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Kforce Inc. reported the results of its Annual Meeting of Shareholders held on April 22, 2026. As of the February 20, 2026 record date, 18,227,637 common shares were outstanding and entitled to vote, and 16,428,102 shares, or 90.1%, were represented, establishing a quorum.
Shareholders elected Class II directors Derrick D. Brooks, Ann E. Dunwoody and N. John Simmons for three-year terms expiring in 2029. They also ratified Deloitte & Touche LLP as independent registered public accountants for 2026, approved an advisory resolution on executive compensation, and approved the Kforce Inc. 2026 Stock Incentive Plan.
Positive
- None.
Negative
- None.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
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.
Key Figures
Shares outstanding: 18,227,637 shares
Shares represented: 16,428,102 shares
Auditor ratification FOR votes: 16,217,786 votes
+3 more
6 metrics
Shares outstanding
18,227,637 shares
Common stock outstanding and entitled to vote as of February 20, 2026
Shares represented
16,428,102 shares
Shares present in person or by proxy at April 22, 2026 meeting (90.1% participation)
Auditor ratification FOR votes
16,217,786 votes
Votes in favor of Deloitte & Touche LLP as 2026 independent registered public accountants
Say-on-pay FOR votes
14,192,010 votes
Votes in favor of advisory resolution on executive compensation
2026 Stock Plan FOR votes
13,486,004 votes
Votes in favor of the Kforce Inc. 2026 Stock Incentive Plan
Director Brooks FOR votes
14,203,883 votes
Votes in favor of electing Derrick D. Brooks as Class II director
Key Terms
broker non-votes, independent registered public accountants, advisory vote, Stock Incentive Plan, +1 more
5 terms
broker non-votes financial
"BROKER NON-VOTES (1) Elect three Class II directors to hold office"
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.
independent registered public accountants financial
"Ratifying the appointment of Deloitte and Touche LLP as Kforce's independent registered public accountants for 2026."
advisory vote financial
"Advisory vote on Kforce's executive compensation."
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
Stock Incentive Plan financial
"Approve the Kforce Inc. 2026 Stock Incentive Plan."
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
quorum financial
"16,428,102 shares, representing 90.1% ... were represented in person or by proxy constituting a quorum."
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
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): April 22, 2026
_________________________________________________________________
Exact name of registrant as specified in its charter
_______________________________________________________________
| State or other jurisdiction of incorporation | Commission File Number | IRS Employer Identification No. | ||||||||||||
Address of principal executive offices Zip Code
Registrant’s telephone number, including area code: (813 ) 552-5000
N/A | ||
| (Former name, former address and former fiscal year, if changed since last report) | ||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 5.07 Submission of Matters to a Vote of Security Holders.
On April 22, 2026, Kforce Inc. held its Annual Meeting of Shareholders. As of the record date of February 20, 2026, 18,227,637 shares of Kforce's Common Stock were outstanding and entitled to vote. Of this amount, 16,428,102 shares, representing 90.1% of the total number of shares outstanding and entitled to vote, were represented in person or by proxy constituting a quorum. Set forth below are the voting results from the proposals presented for a shareholder vote at such meeting.
The following tables set forth the votes cast with respect to each of these matters:
| Matter | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||
| (1) Elect three Class II directors to hold office for a three-year term expiring in 2029. | ||||||||||||||||||||||||||
| Derrick D. Brooks | 14,203,883 | 1,064,834 | 99,860 | 1,059,525 | ||||||||||||||||||||||
| Ann E. Dunwoody | 14,052,280 | 1,277,443 | 38,854 | 1,059,525 | ||||||||||||||||||||||
| N. John Simmons | 14,296,079 | 1,024,229 | 48,269 | 1,059,525 | ||||||||||||||||||||||
| Matter | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||
(2) Ratifying the appointment of Deloitte and Touche LLP as Kforce's independent registered public accountants for 2026. | 16,217,786 | 188,599 | 21,717 | — | ||||||||||||||||||||||
| Matter | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||
| (3) Advisory vote on Kforce's executive compensation. | 14,192,010 | 1,165,871 | 10,696 | 1,059,525 | ||||||||||||||||||||||
| Matter | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||||||||||||||
(4) Approve the Kforce Inc. 2026 Stock Incentive Plan. | 13,486,004 | 1,864,489 | 18,084 | 1,059,525 | ||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KFORCE INC. | |||||||||||
| Date: | April 24, 2026 | By: | /s/ JEFFREY B. HACKMAN | ||||||||
| Jeffrey B. Hackman, | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial and Accounting Officer) | |||||||||||
FAQ
Were Kforce (KFRC) director nominees elected at the 2026 annual meeting?
Yes. Class II director nominees Derrick D. Brooks, Ann E. Dunwoody and N. John Simmons were each elected to three-year terms expiring in 2029, receiving substantially more votes "FOR" than "AGAINST," with additional abstentions and broker non-votes recorded on each director’s election.