Kelly Services (KELYA) Proxy Filing summary

Executive summary

• Achieved positive organic revenue growth in 2024, outperforming a declining staffing industry, with double-digit growth in Education and solid gains in Science, Engineering & Technology, Professional & Industrial, and OCG segments.

• Improved adjusted EBITDA margin by 100 basis points to 3.3%, reflecting a shift to higher-margin, outcome-based solutions and structural efficiencies.

• Completed strategic acquisitions of Motion Recruitment Partners and Children's Therapy Center, expanding technology staffing and therapy services.

• Returned $21 million to shareholders via dividends and share repurchases, including $10 million in Class A shares under a $50 million authorization.

• Streamlined operations by selling European staffing and Ayers Group, focusing on North America and global MSP/RPO solutions.

Voting matters and shareholder proposals

• Election of eight Board-recommended director nominees.

• Advisory approval of executive compensation (say-on-pay).

• Approval of the 2025 Equity Incentive Plan, authorizing 4 million new shares and modernizing plan features.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2025.

• Transaction of any other business as may properly come before the meeting.

Board of directors and corporate governance

• Board is 88% independent, with all committees fully independent and diverse in gender, race, and skills.

• Donald Parfet retiring; CEO Peter Quigley to retire in 2025, with succession planning underway.

• Board and committees conduct annual self-evaluations and peer reviews, with robust director selection and orientation processes.

• Stock ownership requirements for directors and senior management; no related-party transactions reported.