Kelly Services (KELYA) Proxy filing summary

Executive summary

• 2025 was a year of transition, marked by a CEO succession, business stabilization, and technology modernization initiatives, including the integration of AI and a unified tech platform following key acquisitions.

• The company focused on growth in resilient markets, especially Education, Science Engineering and Telecom, and Enterprise Talent Management, while driving operational efficiencies and cost optimization.

• Recognition included multiple industry awards for workforce solutions, contingent staffing, and RPO, and the company maintained a strong balance sheet and cash generation.

• The Board was reconstituted after Hunt Equity Opportunities acquired a controlling stake, resulting in new director appointments and resignations.

• The company is positioned for growth in 2026, with a refreshed leadership team and a clear strategy for margin expansion and market share gains.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors, advisory approval of executive compensation, amendment to the Certificate of Incorporation (to allow written consent, special meetings, and board vacancy filling), ratification of PwC as auditor, and other business.

• The Board recommends voting FOR all proposals.

• The proposed charter amendment reflects the new ownership structure and expands shareholder rights for Class B holders.

Board of directors and corporate governance

• The Board is majority independent, with diverse skills and backgrounds, and includes four Hunt designees post-acquisition.

• Board committees (Audit, Compensation and Talent Management, Corporate Governance and Nominating) are majority independent, with all-independent Audit Committee as required.

• The company exercises the controlled company exemption under Nasdaq rules due to Hunt's >90% voting power.

• Annual board and committee self-evaluations, director education, and robust succession planning are in place.