KELLY SERVICES, INC. (NASDAQ:KELYA) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Retirement of Carl T. Camden
On April11, 2017, Carl T. Camden, the President and Chief
Executive Officer and a director of Kelly Services, Inc. (the
Company), advised the Board of Directors of his decision to
retire as an executive officer and director of the Company,
effective immediately prior to the Companys annual meeting of
shareholders scheduled for May10, 2017.
In connection with his retirement, Mr.Camden and the Company
entered into a Retirement Agreement dated as of April13, 2017
(the Retirement Agreement). The Retirement Agreement provides
that Mr.Camden will be entitled to receive his base salary
through the effective date of his retirement and coverage under
the Companys medical and dental plans through the end of May
2017.
The Retirement Agreement further provides that Mr.Camden will be
entitled to receive a pro rata portion of the three outstanding
performance awards granted to Mr.Camden during 2015, 2016 and
2017 under the Companys Equity Incentive Plan (the EIP). The
prorated amounts will be payable following the end of each
applicable performance period at such time as the Compensation
Committee of the Companys Board of Directors determines that the
applicable management performance objectives have been attained.
The prorated performance awards will be based on the level of the
management performance objectives attained for each of the
applicable performance periods, determined as if Mr.Camden had
continued his employment through the end of the performance
period. For purposes of the proration calculations and in
exchange for certain commitments in the Retirement Agreement, the
Company agreed in the Retirement Agreement to treat Mr.Camdens
retirement as becoming effective as of May31, 2017. The payments
will otherwise be calculated in a manner consistent with the
terms of Mr.Camdens performance awards, taking into account that
Mr.Camden is normal retirement eligible under the terms of the
EIP.
Mr.Camdens retirement will result in the forfeiture of his
unvested restricted share awards under the EIP and his 2017
annual award under the Companys Short-Term Incentive Plan.
Amounts payable to Mr.Camden to the Companys Management
Retirement Plan will be paid out in a manner consistent with the
payment elections previously made by Mr.Camden. Mr.Camden will
not be entitled to benefits under the Companys Executive
Severance Plan.
As a result of his retirement, Mr.Camden will not stand for
election as a director at the Companys 2017 annual meeting of
shareholders.
Appointment of George S. Corona
At a meeting held on April13, 2017, the Board of Directors of the
Company appointed George S. Corona as the President and Chief
Executive Officer of the Company, effective as of May10, 2017.
Mr.Corona, 58, has served since 2009 as the Executive Vice
President and Chief Operating Officer of the Company. Mr.Corona
has been responsible for all of the Companys regions and
operating units, including the Americas, APAC, EMEA, the Centers
of Excellence (CoE), and the Outsourcing and Consulting Group. He
has also had responsibility for the Companys Global Solutions,
IT, Service and Marketing organizations. Prior to joining Kelly
in 1994, Mr.Corona held management roles at Digital Equipment
Professional Services Group and Burroughs Corporation. Mr.Corona
holds a masters degree in business administration from Oakland
University and a bachelors degree in business administration from
Wayne State University.
The Board of Directors further approved the inclusion of
Mr.Corona as a nominee for election as a director at the Companys
2017 annual meeting of shareholders.
Additional Information and Where to Find It
The Company has filed with the Securities and Exchange Commission
(the SEC) a definitive proxy statement on Schedule 14A dated as
of April7, 2017 relating to its annual meeting of shareholders to
be held on May10, 2017. BEFORE MAKING ANY VOTING DECISION, THE
COMPANYS STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT IN
ITS ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE COMPANYS ANNUAL MEETING OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSALS TO BE CONSIDERED AT THE ANNUAL
MEETING. The Companys stockholders may obtain a free copy of
documents filed with the SEC at the SECs website at
http://www.sec.gov.In addition, the Companys stockholders may
obtain a free copy of the Companys filings with the SEC from the
Companys website at http://ir.kellyservices.com/sec.cfm or by
directing a request to: Kelly Services, Inc., 999 West Big Beaver
Road, Troy, Michigan 48084-4782 Attn: James M. Polehna, (248)
244-4586, polehjm@kellyservices.com.
Except as otherwise set forth herein, the information in the
proxy statement remains unchanged and is incorporated by
reference as relevant in this Current Report on Form 8-K.
Participants
The directors, executive officers and certain other members of
management and employees of the Company may be deemed
participants in the solicitation of proxies from stockholders of
the Company in connection with the Companys annual meeting of
shareholders.Information regarding the persons who may, under the
rulesof the SEC, be considered participants in the solicitation
of the stockholders of the Company in connection with the annual
meeting is set forth in the proxy statement and the other
relevant documents filed with the SEC.You can find information
about the Companys directors and executive officers in its Annual
Report on Form10-K for the fiscal year ended January1, 2017 and
in the proxy statement.
| Item9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 10.1 |
Retirement Agreement between Kelly Services, Inc. and Carl T. Camden dated as of April13, 2017. |
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| 99.1 | Press Release dated April14, 2017. |
About KELLY SERVICES, INC. (NASDAQ:KELYA)
Kelly Services, Inc. is a workforce solutions provider. The Company provides workforce solutions in over three regions: the Americas; Europe, the Middle East and Africa (EMEA), and Asia Pacific (APAC). It operates in seven segments: Americas Commercial, Americas Professional and Technical (Americas PT), EMEA Commercial, EMEA Professional and Technical (EMEA PT), APAC Commercial, APAC Professional and Technical (APAC PT), and Outsourcing and Consulting Group (OCG). Its Americas Commercial segment’s specialties include Office, Contact Center, Education, Electronic Assembly and Light Industrial. Its EMEA Commercial segment provides a range of staffing services, including Office, Contact Center and its temporary-to-hire service. Its EMEA PT segment provides services for Engineering, Finance and Accounting, Healthcare, Information Technology (IT) and Science. Its OCG segment delivers talent management solutions across multiple regions, skill sets and a spectrum of talent categories. KELLY SERVICES, INC. (NASDAQ:KELYA) Recent Trading Information
KELLY SERVICES, INC. (NASDAQ:KELYA) closed its last trading session down -0.31 at 20.48 with 78,749 shares trading hands.