KELLY SERVICES INC
For the period ended May 7, 2026. Filed Apr 13, 2026.
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May 7, 2026 · Filed Apr 13, 2026
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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 ☐
Check the appropriate box:
| ☐ | 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. |
Letter to Shareholders
April 13, 2026
Dear Shareholders:
2025 was a year of transition for Kelly as the Company navigated a dynamic macroeconomic environment and an evolving global and domestic policy landscape. Against this backdrop, we took decisive action to stabilize and strengthen the business, accelerate technology modernization, and position Kelly for growth. 2025 also marked the beginning of a new era of leadership at Kelly as the Company successfully completed a planned CEO succession process. Throughout the year, the Kelly team demonstrated unwavering focus and agility, opportunistically seeking out and capturing demand, driving structural efficiencies, and laying the groundwork for an exciting chapter ahead.
Stabilizing and Strengthening the Business
In 2025, Kelly focused on driving growth in more resilient markets. Kelly Education delivered year-over-year revenue growth, driven by continued fill rate improvement and solid demand for our market-leading K-12 staffing and pediatric therapy specialties. In the third quarter, Education achieved a portfolio-wide 90% fill rate for the first time, a testament to the operational excellence and deep customer relationships that have made this business one of the best organic growth stories in our industry.
We stabilized the underlying performance of our Science Engineering and Telecom (SET) and Enterprise Talent Management (ETM) businesses as we navigated discrete demand reductions from the federal government and three large customers. Within SET, both our telecom and engineering specialties grew over the prior full-year period, with telecom achieving double-digit growth on robust demand from large carriers. Within ETM, outcome-based solutions, excluding contact center, and payroll process outsourcing also grew on a full-year basis, while our Managed Services Provider specialty gained momentum through new customer wins. Across both segments, we continued to align resources with demand and drove structural efficiencies in our operating model.
Kelly’s scale and capabilities continued to earn recognition from the industry. Everest Group named Kelly both a Leader and Star Performer in each of its Contingent Talent and Strategic Solutions PEAK Matrices, marking the first time a company has achieved this feat, and recognized Kelly as a Leader and Star Performer in RPO. In addition, HRO Today named Kelly the number one global provider of total workforce solutions, encompassing MSP, RPO, and Staffing. These accolades reflect the breadth and depth of our differentiated offerings and the trust that the world’s leading employers place in Kelly to meet their workforce needs.
Accelerating Technology Modernization
We reached a significant milestone in our technology modernization initiative in 2025, completing the cutover of our SET acquisitions to the unified, best-in-class technology platform Kelly acquired through the acquisition of Motion Recruitment Partners. This marks the first phase of a multi-phase strategy to move our enterprise from a fragmented mix of legacy front-, middle-, and back-office technologies to a modern, integrated platform. With our SET acquisitions fully operational within the platform, the business is now benefiting from deeper data and insights, AI and automation at scale, and enhanced productivity. These benefits will extend across SET and the enterprise as we execute our phased approach.
We accelerated the integration of human-centric AI across the enterprise as well. In the fourth quarter, we launched Grace Boost, a proprietary internal AI platform deployed to every Kelly employee. The platform integrates generative AI into the applications our people use every day to enhance productivity and streamline workflows. We also deployed a scalable and configurable AI recruiting solution that leverages the combined power of people and technology to deliver faster, more cost-effective results for large employers. These practical applications reflect Kelly’s commitment to putting AI directly into the hands of our employees and customers to solve real business challenges.
Positioning for Growth in 2026 and Beyond
As we enter 2026, we are taking deliberate steps to position Kelly to capitalize on the growth opportunities ahead. Following a successful CEO transition, we are continuing to evolve our leadership team through key appointments. In February, Pat McCall joined Kelly as Chief Growth Officer, bringing 30 years of sales and operations experience and a proven track record of accelerating profitable growth at leading global staffing firms. And in March, Joel Leege was appointed President of SET bringing nearly three decades of experience in specialty staffing and solutions, and a track record of driving above-market growth. Together, Kelly’s refreshed management team is aligned and energized to accelerate progress on our growth strategy.
Kelly’s Board of Directors also continues to evolve while remaining steadfast in its commitment to sound governance. On January 30, 2026, Kelly entered into a letter of agreement with Hunt Equity Opportunities, LLC (“Hunt”) related to its purchase of the controlling stake of the Company’s Class B common stock previously held by the Terence E. Adderley Revocable Trust K. As part of the agreement, the Board was reconstituted to consist of four new Directors designated by Hunt, including the Chairman of the Board; Kelly’s CEO; and three Directors serving on the
Board as of the letter agreement date. In connection with these changes, Terrence B. Larkin, Gerald S. Adolph, George S. Corona, InaMarie F. Johnson, and Peter W. Quigley resigned from the Board. We thank them for their dedicated service and contributions to Kelly—particularly Mr. Quigley following a distinguished 23-year career with the Company, including the last five as President and CEO.
Looking ahead, we have clear organic growth drivers and a pathway totop-line growth and margin expansion in the second half of 2026. In Education, our pipeline ofnet-new K-12 opportunities remains strong. In SET, we are sharpening our focus on high-growth areas including data centers, AI, and cybersecurity. In ETM, significant new MSP and enterprise staffing wins are coming online, including one of the largest MSP contracts in Kelly’s history. As the discrete demand reductions that impacted our results in 2025 begin to anniversary, we expect the path to improved year-over-year performance to become clearer. Our strategic initiatives to enhance how we go to market as one Kelly enterprise, modernize our technology, and recenter our culture around customer centricity, visibility, and accountability are designed to ensure we capitalize on that inflection.
Later this year, we will celebrate 80 years of Kelly’s leadership in workforce strategy and solutions. This milestone is a testament to the endurance of our mission to connect people to work in ways that enrich their lives. It also reflects our capacity to transform how we go to market and meet our customers’ evolving needs as the pace of change continues to accelerate. As we prepare to mark this occasion, we have never been more optimistic about Kelly’s future. We move forward with confidence in our strategy, underpinned by a strong balance sheet, healthy cash generation, and a balanced approach to capital allocation. The investments we are making in our people, portfolio, and technology are positioning Kelly to drive profitable growth and to realize the Company’s full potential.
We thank you for your support and trust at this important moment on Kelly’s journey. As we build on our momentum, we look forward to delivering on the promise of 2026 and accelerating progress on our journey to create long-term value for all our stakeholders.
With appreciation,
| Chris Hunt Chairman of the Board | Christopher D. Layden President and CEO |
|---|
“Our team’s resilience and determination through a year of transition have set the stage for what comes next. With a refreshed leadership team, a modernized technology platform, and clear organic growth drivers across our businesses, Kelly is well positioned to realize its full potential. I am confident that 2026 will mark an inflection point on our journey to accelerate profitable growth.”
Chris Layden, President and CEO
Notice of Annual Meeting of Shareholders
2026 Annual Meeting of Shareholders
| Date and Time: | Place: | Record Date: |
|---|---|---|
| Thursday, May 7, 2026, at 12:00 p.m., Eastern Daylight Time | Virtual Meeting: kellyservices.com | Close of Business, Eastern Daylight Time, March 19, 2026 |
| Voting Matters | How to Vote | |||
|---|---|---|---|---|
| At the Annual Meeting, youwill be asked to considerthe following proposals Proposal 1. Election of eleven Board-recommended director nominees Proposal 2. Advisory approval of the Company’s executive compensation Proposal 3. Approve the Amendment to the Company’s Restated Certificate of Incorporation to permit stockholder action by written consent, allow the Chairperson and majority Class B holders to call special meetings, and allow stockholders to fill Board vacancies and new directorships Proposal 4. Ratification of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year Proposal 5. Transaction of any other business as may properly come before the Meeting | Online - www.envisionreports.com/kelyb | 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 6, 2026. 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 19, 2026, 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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