Kelly Services (KELYA) Proxy filing summary

Executive summary

• 2025 was a year of transition, marked by a CEO succession and a shift toward technology modernization and operational efficiency.

• The company focused on resilient markets, achieving notable growth in Education and telecom specialties, and integrating recent acquisitions into a unified technology platform.

• Leadership changes included the appointment of a new CEO and Chief Growth Officer, and a reconstituted Board following Hunt Equity's acquisition of a controlling stake.

• The company streamlined its portfolio, exited European staffing, and emphasized higher-margin, higher-growth specialties.

• Despite macroeconomic headwinds, cost discipline and structural optimization initiatives were accelerated to position for future growth.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors, advisory approval of executive compensation, amendments to the Certificate of Incorporation (including written consent and special meeting rights), ratification of PwC as auditor, and other business.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Eleven director nominees, majority independent, with diverse backgrounds and skills; Board composition reflects gender and ethnic diversity.

• Board reconstituted in January 2026 after Hunt Equity acquired 92.2% of Class B shares; four Hunt designees joined, several directors resigned.

• Board committees: Audit (all independent), Compensation and Talent Management, and Corporate Governance and Nominating.

• Controlled company exemption exercised due to Hunt's majority ownership; audit committee remains fully independent.

• Annual Board and committee self-evaluations, robust director selection and orientation processes, and strong focus on governance best practices.