KELLY SERVICES INC
For the period ended May 8, 2025. Filed Apr 14, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 8, 2025 · Filed Apr 14, 2025
Contents
Director Selection Process
The Corporate Governance and Nominating Committee is responsible for the identification, screening, and recommendation of qualified candidates for nomination by the full Board. The Board of Directors, together with the Corporate Governance and Nominating Committee ensure that: (1) the Board as a whole is composed of the right combination of knowledge, experience, continuity, reputation, and a broad range of perspectives that are pertinent to the Company’s operating environment and strategic direction; (2) the Board maintains the independence and competence to provide the governance and oversight that the Company’s shareholders expect; and (3) there is a seamless transition when a director retires or steps down from the Board. The Board of Directors identifies the collective mix of desired skills, experience, knowledge, and independence for the Board of Directors as a whole and identifies potential opportunities for enhancement in one or more of those areas. The Board considers each current director’s experience, skills, principal occupation, reputation, independence, age, tenure, committee membership, and background, as well as the results of the Board and committee self-evaluations, and feedback received duringone-on-one interviews of each director. An independent third-party search firm is retained by the Committee, which recommends candidates who satisfy the Board’s criteria. The search firm also provides research and pertinent information related to candidates as requested. Potential candidates are also suggested by several members of the Company’s Board and senior leadership team. An overview of the Board’s director selection process is provided below.
| Evaluate Board Composition | Using the Company’s Corporate Governance Principles, Board Composition Matrix, and Board self-evaluation process, the Committee (or subcommittee) evaluates the size, composition, priorities, and needs of the Board with respect to its desired experience, skills, and the broad range of perspectives in consideration of the Company’s current and anticipated business needs and strategies. |
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| Identification of Potential Candidates | The Committee instructs the search firm to provide an initial pool of candidates that reflect gender, race, ethnic, and cultural variety, possess the core qualifications required, and include the specific experience and skills as identified during the evaluation of current board composition. The Committee also encourages and considers candidate submissions from other directors and members of management. |
| Evaluation of Candidates | The Committee, along with an independent external search firm, conducts a thorough screening of potential candidates by reviewing their qualifications, conflicts, independence, backgrounds, and experience. The candidate pool is then narrowed down for individual interviews with the Committee and full Board. After interviews, the Board conducts a comprehensive review of candidates. |
| Recommendation | Interview and discussion feedback are assessed, and the Committee recommends final candidate(s) to the full Board for appointment. |
| Review and Appointment by Full Board | The full Board appoints new director(s), who then stand for election by shareholders at the next Annual Meeting. |
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