KELLY SERVICES INC
For the period ended May 9, 2024. Filed Apr 15, 2024.
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May 9, 2024 · Filed Apr 15, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Filed by a party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under §240.14a-12 |
Kelly Services Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
Vision
To be the top workforce
solutions provider that drives
limitless opportunities
and growth by connecting
organizations with specialty
talent.
Letter to Shareholders
April 15, 2024
Dear Shareholders,
2023 marked a year of transformative action as we set out to build upon the progress we have achieved on Kelly’s specialty growth journey during the last three years. We began the year with a clear vision for the company’s future defined by significantly improved profitability, sustainable growth, and greater value creation for all stakeholders. Notwithstanding ongoing macroeconomic uncertainty, we focused on what we can control, steering the company through a challenging operating environment while executing on our vision with urgency and agility.
Amid persistent headwinds that impacted demand for staffing and recruitment process outsourcing services in Science, Engineering & Technology, Professional & Industrial, and Outsourcing & Consulting, we captured growth in more resilient markets. Kelly Education continued to be a high-performing asset within the company’s portfolio, growing 27 percent through improved fill rates, strong demand from existing customers, and new customer wins. In Professional & Industrial, revenue from higher-margin outcome-based solutions also increased as demand for value-added services remained steady.
Concurrent with our focus on driving results in the near term, we kept an eye trained on the future as well, reviewing our long-term growth and efficiency objectives to identify opportunities to accelerate progress on our specialty growth journey. As a result of the review, Kelly announced a comprehensive transformation initiative to optimize operations in a sustainable manner, unlock additional value-creating opportunities, and accelerate profitable growth. As part of the initiative, we committed to making long-term, structural improvements across the enterprise to significantly improve Kelly’s EBITDA margin. Following careful analysis, we took swift and decisive action to deliver on our commitment.
Driving Efficiency and Effectiveness
In July, we implemented strategic restructuring actions that further streamlined Kelly’s operating model. Among the
actions: simplifying Kelly’s organizational structure, renegotiating supplier agreements; and revamping the company’s performance management process. We also made the difficult decision to implement a workforce reduction plan to align our resources with new ways of working. These actions delivered a structural reduction in the company’s cost base and accordingly, a significant improvement to EBITDA margin, ending the year at 2.6 percent on an adjusted basis. We are committed to sustaining these efficiencies and have established controls to provide visibility into resources and expenses across the company.
With the efficiency measures in place, we pivoted to the second phase of our transformation: driving growth. In this phase, we undertook several strategic initiatives to increasetop-line results over the long term. They include a comprehensive strategy to deliver the full suite of Kelly solutions to large enterprise customers. This approach is transforming the culture, capabilities, and technology across each segment to serve the most critical accounts more efficiently and effectively. We are now executing this strategy with an initial set of focus accounts which represent a meaningful portion of the company’s revenue base. This approach will accelerate our progress on capturing share-of-wallet, shifting Kelly’s business mix, and optimizing expenses over a large subset of the business.
In Kelly’s Professional & Industrial segment, we implemented an enhanced localized delivery model to meet commercial and light industrial talent and customers where they are. Underpinning this model is a network of physical branch locations through which Kelly can more quickly address customer and talent needs, uncover deeper insights into local market dynamics, and stimulate greater collaboration among branch team members. The model continues to generate positive momentum, benefiting further from the Kelly Now mobile app. The app is now live nationwide and actively serving up tailored job opportunities in commercial and light industrial to thousands of highly qualified candidates.
“The change we set out to create within Kelly is no longer hypothetical; our transformation is delivering results. I am confident that the collective strength and resilience of Team Kelly will continue to propel us forward on our journey in 2024, as it has over the past 77 years.”
Peter Quigley, President and CEO
Sharpening our Focus
We also took bold steps in 2023 to optimize Kelly’s portfolio of businesses and unlock capital in support of our specialty strategy. In November, Kelly entered into an agreement to sell its European staffing business for more than $100 million. The transaction, which closed in January, sharpens our focus on higher margin, higher growth MSP and RPO solutions globally, and specialty outcome-based and staffing services in North America. Furthermore, it accelerates our transformation efforts, boosting Kelly’s EBITDA margin to 3.0 percent on an adjusted basis entering 2024 – a step change from the company’s historical EBITDA margin average of approximately 2.0 percent.
Having added significant capital to Kelly’s available liquidity, we are redoubling our efforts to identify high-margin, high-growth inorganic opportunities. We remain committed to pursuing acquisitions in our Science, Engineering & Technology and Education segments – and more opportunistically, Outsourcing & Consulting. With a strong balance sheet, a disciplined approach to evaluating opportunities, and clear inorganic priorities, Kelly is poised to pursue deals in any macroeconomic environment.
Accelerating Profitable Growth
Through the decisive action and rapid progress, the Kelly team delivered in 2023, we have laid the groundwork for 2024 to be an inflection point in the company’s 77-year history. With the efficiency measures delivering sustained results and growth initiatives in the implementation phase, Kelly is well positioned to capture increased customer demand when the macroeconomic environment improves. While there is work to be done, we are confident that 2024 is the start of a new era of profitable growth – a year in which we will begin to reap the full benefits of our transformation and create value for all of Kelly’s stakeholders.
We extend our sincere appreciation to the members of Kelly’s board of directors, each of whom brings a diverse set of experiences and skills that have proven invaluable as we have executed this transformation. We are particularly appreciative of Donald Parfet, who concluded a five-year term as chairman of the board of directors in May. Kelly has benefited immensely from his guidance and insights as we have positioned the company for the future. We thank him for his leadership, and are grateful for his continued service on Kelly’s board as an independent director.
Finally, to Kelly’s shareholders: thank you for placing your trust in us. With our Noble Purpose as our guide, we look forward to realizing our collective ambitions and rewarding you for recognizing the value-creating potential of this great company.
With appreciation,
| Terrence B. Larkin Chairman of the Board | Peter W. Quigley President and CEO |
|---|
“After serving for more than a decade as a member of Kelly’s board of directors, I have never been more optimistic about the company’s future than I am today. I am grateful for the privilege to lead this board as chairman and work together with its distinguished members to carry out our responsibility to Kelly’s shareholders as the company accelerates forward into a new era of profitable growth.”
Terrence Larkin, Chairman of the Board
Notice of Annual Meeting of Shareholders
2024 Annual Meeting of Shareholders
| Date and Time: | Place: | Record Date: |
|---|---|---|
| Thursday, May 9, 2024 at 12:00 p.m., Eastern Daylight Time | Virtual Meeting: kellyservices.com | Close of Business, Eastern Daylight Time, March 21, 2024 |
| Voting Matters | How to Vote | |||
|---|---|---|---|---|
| At the Annual Meeting, youwill be asked to considerthe following proposals Proposal 1. Election of nine Board-recommended director nominees Proposal 2. Advisory approval of the Company’s executive compensation Proposal 3. Amendment of the Company’s Restated Certificate of Incorporation to reflect updated Delaware law provisions permitting officer exculpation Proposal 4. Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2024 fiscal year Proposal 5. Transaction of any other business as may properly come before the Meeting | Online - www.envisionreports.com/kelyb meetnow.global/MTZZK6S | QR code - Scan and vote with your mobile device | ||
| Calling - 1-800-652-VOTE (8683) Within the U.S., U.S. territories & Canada on a touch tone telephone | Mail - Return the signed proxy card | |||
| Proxies submitted online or by telephone must be received by 11:59 p.m., Central Daylight Time, on May 8, 2024. If you vote by mail, your proxy card must be received before the Annual Meeting. Beneficial owners, who own shares through a bank, brokerage firm, or other financial institution, can vote by returning the voting instruction form, or by following the instructions for voting via telephone or the Internet, provided by the bank, broker, or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all your shares. If you are a registered shareholder (i.e., you hold your shares through our transfer agent, Computershare), you may vote online, by telephone, or by mail. | ||||
If you were a holder of record of the Company’s Class B Common Stock at the close of business on the Record Date, March 21, 2024, you are entitled to vote at the Annual Meeting.
Please promptly submit your vote by internet, telephone, or by signing, dating, and returning the enclosed proxy card or voting instructions form in the postage-paid envelope provided so that your shares will be represented and voted at the meeting.
Thank you for your interest in Kelly.
By Order of the Board of Directors
VANESSA P. WILLIAMS
Corporate Secretary
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