DEF 14A

DEF 14A 1 d268014ddef14a.htm DEF 14A DEF 14A

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

☐		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)

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LOGO

Connecting people to work for 75 years. 2022 PROXY STATEMENT AND NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


		Letter to Stockholders

April 18, 2022

Dear Stockholders:

2021 was a year of challenges and hopeful progress as the world’s companies and talent learned to navigate an uneven recovery from the COVID-19 pandemic. Kelly entered our 75^th year with solid momentum, bolstered by the swift actions and strategic decisions we implemented in the depths of the pandemic-driven crisis. Our new operating model was solidly in place, and with our business organized around our existing strengths and significant market opportunities, our specialty strategy began gaining traction. As the year unfolded and brought the Delta and Omicron variants, recurring global supply chain shortages, and new dynamics in a tight talent market, Kelly persevered and ended 2021 better than we began it. Through it all, our commitment to our specialty growth strategy never wavered. We not only rose to the challenges of 2021, but also laid the groundwork for unleashing significant growth in the years ahead. Our actions make clear that Kelly has no intention of returning to “normal.” We have our sights set on exceptional, and we will settle for nothing less.

Confirming Our Financial Resilience

Customer demand for our services increased throughout 2021, reaching or exceeding pre-pandemic levels at various speeds across specialties. Our Professional & Industrial and Education segments – the hardest-hit by the pandemic and its restrictions – put the worst of the pandemic behind them by year’s end and exited 2021 with new customer wins and strong sales pipelines. Our Science, Engineering, and Technology segment drove double-digit growth in outcome-based business and scientific solutions. Our International segment navigated the uneven recovery across EMEA, led by growth in key European countries. And, OCG, the most resilient of our business segments throughout the pandemic, continued to deliver double-digit growth every quarter in 2021.

Kelly entered the pandemic with a healthy balance sheet and we not only protected it, we put it to work for our specialty growth strategy. We made the Company’s largest ever acquisition with the purchase of Softworld, a leader in the fast-growing technology staffing and solutions space – and still ended the year with ample cash and available capacity to pursue other strategic opportunities. We made structural improvements in our businesses, driving growth in our gross profit rate; and we reinstated a dividend for our stockholders, which had been temporarily suspended during the worst of the pandemic.

Sustained fee momentum in 2021 points toward our customers’ investments in their future workforce, and increased demand in our staffing and outsourcing businesses reflects a market eager for the specialty solutions we provide. We move forward with our business firmly arranged around specialties that target these areas of robust demand, promising growth opportunities, and Kelly’s proven ability to win.

Strong Governance Practices

Our governance practices continue to inform Kelly’s ethical and disciplined approach to growth. Our board of directors is at the heart of these practices, and brings diverse insights gathered across varying industries, backgrounds, and tenures, with women and diverse members making up 44% of the board. Each of the board’s three committees – audit; compensation and talent management; and corporate governance and nominating – continue to be comprised exclusively of independent directors.

The board itself also continues to evolve. Board member Carol Adderley, who has served with distinction since 2010 and has provided an invaluable linkage to the Kelly family legacy, will not stand for reelection in 2022. And after more than 17 years of distinguished service – including a long tenure as chair of the corporate governance and nominating committee – board member Jane Dutton will be retiring in 2022. Both have our gratitude for the insights, integrity, and value they brought to Kelly throughout the years.

We are also pleased to welcome dynamic new members to our board of directors in 2022. In January, the board appointed Amala Duggirala, executive vice president and enterprise chief information officer at USAA, and InaMarie Johnson, former chief people and diversity officer at Zendesk. Our two new directors bring to the Board skills and experiences that will be invaluable additions to the attributes of the existing members of the Board.

Letter to Stockholders

Committed to Diversity, Equity, and Inclusion (DEI)

The modern workforce increasingly weighs companies’ values and viewpoints on diversity, equity, and inclusion when making their career decisions. Guided by our noble purpose of connecting people to work in ways that enrich their lives, we remain committed to making Kelly – and all workplaces – more inclusive and equitable. In 2021, we continued to redesign our hiring practices to remove unnecessary barriers to employment, simultaneously unlocking new talent sources amidst historic U.S. labor shortages. We also launched new companywide training and amplified the voices of diverse talent through our employee affinity groups.

Externally, 2021 saw expansion of our Equity@Work initiative, which is designed to remove systemic barriers that make it difficult for many people to participate or realize their full potential in the labor market. Through innovative programs, media campaigns, community outreach, partnerships with like-minded associations, and one-on-one client education, Kelly is bringing the message of diversity, equity, and inclusion to the marketplace. Two new programs gained considerable traction in 2021. Our Kelly 33 program opens doors for former non-violent offenders and has led to significant reduction in employee turnover rates for key clients. Our Kelly Certification Institute is helping talent reskill and upskill in a fast-changing world a

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SEC Form DEF 14A filed by Kelly Services Inc.