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
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Adoption of Equity Incentive Plan
At the annual meeting of the stockholders of Kelly Services, Inc.
(the Company) held on May10, 2017, the Companys stockholders
approved an amendment and restatement of the Kelly Services, Inc.
Equity Incentive Plan (the Equity Incentive Plan). The material
terms of the Equity Incentive Plan are described in the Companys
definitive proxy statement for its annual meeting of stockholders
filed with the Securities and Exchange Commission on April7,
2017, which description is incorporated by reference in this
Current Report on Form 8-K. A copy of the Equity Incentive Plan
as so approved is included as Exhibit 10.1 to this Current Report
on Form 8-K and is
incorporated herein by reference.
Executive
Officer Appointments
On May10, 2017,
the board of directors of the Company appointed Teresa S. Carroll
as Executive Vice President, President of Global Talent Solutions
(GTS) and General Manager of Sales, Marketing and Human
Resources, and Peter W. Quigley as Executive Vice President,
President of Global Staffing and General Manager of Global
Information Technology, Global Business Services and Global
Service. In their new roles, Ms.Carroll and Mr.Quigley will each
report directly to George S. Corona, the Companys President and
Chief Executive Officer. Mr.Coronas previously announced
appointment as the President and Chief Executive Officer of the
Company became effective as of May10, 2017.
Ms.Carroll, age
51, previously served as the Companys Senior Vice President and
General Manager of GTS. In her new role, Ms.Carroll will be
responsible for maximizing growth in the GTS operating segment,
driving the Companys sales and marketing strategy and securing
the Companys position as a premier talent destination. The GTS
operating segment will report to Ms.Carroll, along with the
Companys Global Solutions, Global Solutions Design, Global Human
Resources and Global Marketing functions. Ms.Carroll joined the
Company in 1992. She holds a masters degree in business
administration from the University of Michigan, and a bachelors
of science degree in industrial engineering from the GMI
Engineering and Management Institute (now Kettering University)
in Michigan.
Mr.Quigley, age
56, previously served as Senior Vice President and General
Counsel, Chief Administrative Officer and Assistant Secretary of
the Company. In his new position, Mr.Quigley will be responsible
for maximizing growth in the Companys Americas Staffing and
International Staffing operating segments, driving the Companys
technology strategy and improving Company-wide efficiency and
productivity. Americas Staffing and International Staffing
operations will report to Mr.Quigley, along with the Companys
Global Information Technology, Global Service and Global Business
Services functions. Mr.Quigley joined the Company in 2002. He
earned a juris doctorate with honors from the National Law Center
at George Washington University in Washington, D.C. and a
bachelors degree with distinction in political science and
history from the University of Michigan
Changes in
Executive Officer Compensation
On May10, 2017,
the board of directors of the Company, based on the
recommendation of its compensation committee, approved changes in
the compensation of Mr.Corona, Ms.Carroll and Mr.Quigley in
recognition of their past performance and increased
responsibilities in their new positions.
Mr.Coronas annual
base salary was increased to $1,000,000. His Short Term Incentive
Plan (STIP) target award opportunity was increased to 130%. He
was additionally granted 37,266 2017 Performance Shares at target
level and 9,316 2017 Restricted Stock Units to the Equity
Incentive Plan.
Ms.Carrolls annual
base salary was increased to $575,000. Her STIP target award
opportunity was increased to 85%. She was additionally granted
9,350 2017 Performance Shares at target level and 3,116 2017
Restricted Stock Units.
Mr.Quigleys annual
base salary was increased to $575,000. His STIP target award
opportunity was increased to 85%. He was additionally granted
9,350 2017 Performance Shares at target level and 3,116 2017
Restricted Stock Units.
The 2017 STIP
target award opportunity, the 2017 Performance Shares and the
2017 Restricted Stock Units granted to Mr.Corona, Ms.Carroll and
Mr.Quigley were adjusted in accordance with the terms of the STIP
and the Equity Incentive Plan. The same performance goals applied
to the original 2017 STIP target award opportunity, and the same
performance goals and vesting periods applied to the original
grant of 2017 Performance Shares and the grant of 2017 Restricted
Stock Units, will continue to apply to the final increased
portion of these awards to determine the actual payment to be
made in accordance with the applicable performance goals
attained.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
The Company held
its annual meeting of stockholders on May10, 2017. The final
results of voting on each of the matters submitted to a vote of
stockholders during the annual meeting are listed below.
Proposal
1
All of the
nominees for election to the board of directors were elected to
serve until the next annual meeting of stockholders with the
following vote:
| Name of Nominee |
NumberofShares Votes For |
NumberofShares VotedWithheld |
BrokerNon-Votes | |||||||||
|
Terence E. Adderley |
3,189,777 | 10,923 | 220,226 | |||||||||
|
Carol M. Adderley |
3,188,175 | 12,525 | 220,226 | |||||||||
|
George S. Corona |
3,190,286 | 10,414 | 220,226 | |||||||||
|
Robert S. Cubbin |
3,197,626 | 3,074 | 220,226 | |||||||||
|
Jane E. Dutton |
3,198,302 | 2,398 | 220,226 | |||||||||
|
Terrence B. Larkin |
3,198,777 | 1,923 | 220,226 | |||||||||
|
Leslie A. Murphy |
3,198,777 | 1,923 | 220,226 | |||||||||
|
Donald R. Parfet |
3,198,302 | 2,398 | 220,226 | |||||||||
|
Hirotoshi Takahashi |
3,189,609 | 11,091 | 220,226 |
Proposal
2
The stockholders
approved, by advisory vote, the Companys executive compensation
with the following vote:
|
Shares Voting For |
3,158,249 | |||
|
Shares Voting Against |
42,099 | |||
|
Shares Abstaining From Voting |
||||
|
Broker Non-Votes |
220,226 |
Proposal
3
The stockholders
approved, by advisory vote, the frequency of future voting on the
Companys executive compensation with the following vote:
|
One Year |
3,195,815 | |||
|
Two Years |
||||
|
Three Years |
4,038 | |||
|
Shares Abstaining From Voting |
||||
|
Broker Non-Vote |
220,226 |
Proposal
4
A proposal to
amend and restate the Kelly Services, Inc. Equity Incentive Plan
was approved with the following vote:
|
Shares Voting For |
3,196,522 | |||
|
Shares Voting Against |
4,178 | |||
|
Shares Abstaining From Voting |
||||
|
Broker Non-Votes |
220,226 |
Proposal
5
A proposal to
ratify the appointment of PricewaterhouseCoopers LLC as the
Companys independent registered public accounting firm for the
2017 fiscal year was approved with the following vote:
|
Shares Voting For |
3,417,591 | |||
|
Shares Voting Against |
3,328 | |||
|
Shares Abstaining From Voting |
| Item9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 10.1 | Kelly Services, Inc. Equity Incentive Plan |
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 -0.41 at 22.49 with 298,483 shares trading hands.