DEF 14A

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

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.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:


☐		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)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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)(l) and 0-11

LOGO


		Letter to Shareholders

April 17, 2023

Dear Shareholders:

2022 was a year of steady progress for Kelly as our team navigated dynamic geopolitical, macroeconomic, and labor environments. We entered the year with energy and optimism, poised to capture new growth opportunities that began to emerge as the pandemic loosened its grip on the global economy. The first half of 2022 followed a familiar trend of talent shortages coupled with strong demand for our services and solutions. Early in the third quarter, a mixed pattern of deceleration emerged in some sectors – driven by inflationary pressures and rising interest rates – which persisted through the balance of the year. Despite these headwinds, the Kelly team remained focused on executing our specialty strategy and creating long-term value for all our stakeholders.

Executing Our Specialty Strategy

Each of our five specialty business units made strategic contributions to Kelly’s progress on our growth journey in 2022. Our ability to capture strong demand in the first half – particularly in our Science, Engineering & Technology, Education, and OCG business units – set the stage for our team to deliver quality revenue growth for the full year. By intentionally pursuing higher-margin, higher-value business opportunities, we succeeded in expanding our gross profit margin in every segment, lifting Kelly’s gross profit margin above 20 percent for the first time in more than 25 years. Furthermore, we demonstrated our ability to effectively translate higher margins to earnings growth as we improved operating earnings 30 percent on an adjusted basis compared to 2021. Together, these achievements signal that our specialty strategy is delivering results.

We also took several bold actions in 2022 to reallocate capital in support of our specialty strategy. In February, we ended the cross-ownership arrangement between Kelly and Persol Holdings and reduced our ownership interest in our PersolKelly joint venture. We redeployed a portion of the net proceeds from those transactions to advance our inorganic growth strategy while preserving the remaining capital to pursue additional high-margin, high-growth acquisitions in the future. We monetized non-core real estate holdings throughout the year as well, unlocking more capital to invest in growth initiatives. As a complement to these elements of our capital allocation strategy, we increased our dividend to its pre-pandemic level and authorized a $50 million repurchase of outstanding Class A common shares. These actions are indicative of a Kelly that acts decisively in pursuit of profitable growth and long-term value creation.

“I have great confidence in our team’s capacity to meet the moment and deliver on our strategic priorities in 2023 – even in the face of macroeconomic uncertainty. This has been a defining characteristic of Kelly people since our founding more than 75 years ago and has contributed in no small way to the longevity of this great company.”

Peter Quigley

President and CEO

Reinforcing Good Governance Practices

Underpinning our efforts to accelerate value creation is our unwavering commitment to effective corporate governance. In 2022, we welcomed two new independent directors to Kelly’s Board – Amala Duggirala and InaMarie Johnson – both of whom benefited from a new, robust director orientation program designed to empower them to quickly become valuable contributors to the Company’s governing body. We are appreciative of their service to our Board, as we are of all our distinguished directors whose insights inform key aspects of our strategy – from M&A and human capital management to digitization and cybersecurity. Each director brings a diverse set of experiences and skills that strengthen the Board’s ability to carry out its oversight role on behalf of shareholders.


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Letter to Shareholders

Consistent with our commitment to transparency and accountability, we continue to strengthen our executive compensation and compliance practices as well. This includes disclosing additional information related to executive compensation that provides greater visibility into how we are aligning compensation with financial performance. We also implemented updates to our clawback and insider trading compliance policies that mitigate risk for the Company and our shareholders. Together, these changes contribute to a corporate culture that emphasizes good governance, compliance, and performance.

Elevating DE&I as a Business Priority

As we accelerated our strategic transformation in 2022, we also took action to advance our progress along our diversity, equity, and inclusion journey. In September, we announced the appointment of Keilon Ratliff as Kelly’s first Chief Diversity Officer and a member of the Company’s senior leadership team. Under his leadership, Kelly formed a Chief Diversity Office – a dedicated team of leaders who together are driving a multi-year strategy to integrate diversity, equity, and inclusion into our workplace, among our workforce, and within the marketplace.

The creation of the Chief Diversity Officer position with Kelly’s senior leadership team and the formation of the Company’s Chief Diversity Office demonstrates our continued belief that fostering diversity, equity, and inclusion in the workplace will position Kelly to compete and grow over the long term. Our abilities to innovate and meet the ever-changing needs of our talent and customers are dependent upon attracting and retaining talent with diverse perspectives and backgrounds and creating an environment in which everyone can thrive.

It also reflects our strategic intent to do well while we are doing good – a central tenet of Kelly’s integrated Environmental, Social, and Governance (“ESG”) reporting framework which we formally communicate through our Corporate Sustainability and ESG Report 2022 titled, “Growing with Purpose.” The report is prepared in alignment with the Global Reporting Initiative Standards set forth by the United Nations Global Compact Guidelines and discloses our corporate sustainability strategy as aligned to the ESG framework.

Unlocking Value Together in 2023

It is difficult to know how the macroeconomic situation will unfold as we move forward in 2023. What is certain is that we will focus on what we can control and stay the course in our aggressive pursuit of profitable growth.

In each of our business units, we will continue to shift toward a business mix characterized not only by higher margins and value, but greater resiliency amid market pressures. We will drive inorganic growth using the ample capital available to us to pursue additional high-quality acquisitions in our Science, Engineering & Technology, Education, and OCG business units. Furthermore, we will continue to invest in technology and new products that will improve the talent and customer experience, enable organic growth, and increase efficiency.

As the macroeconomic situation evolves in 2023, we are also committed to ensuring our cost base reflects our operating environment, our strategic priorities, and performance. Longer term, we are reviewing our growth and efficiency objectives as we approach the three-year anniversary of our operating model. Our focus is on creating additional levers for value creation.

Working as one team with our Noble Purpose as our guide, we will deliver on these priorities and create long-term value for all our stakeholders – helping our talent and customers thrive and rewarding you, our shareholders, for your patience since we embarked on this transformation.


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On behalf of the entire Kelly team, thank you for your continued support as we move forward on our journey to unleash the full potential of this great Company.

With appreciation,

Donald Parfet

Chairman of the Board

Peter Quigley

President and CEO

LOGO


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Notice of Annual Meeting of Shareholders

2023 Annual Meeting of Shareholders



Date and Time:	Place:	Record Date:

Wednesday, May 17, 2023 at 11:00 a.m., Eastern Daylight Time	Virtual Meeting: kellyservices.com	Close of Business, Eastern Daylight Time, March 27, 2023

Voting Matters

How to Vote

At the Annual Meeting, you
will be asked to consider
the following proposals

Proposal 1.

Election of nine Board-recommended director nominees

Proposal 2.

Advisory approval of the Company’s executive compensation

Proposal 3.

Advisory approval of the frequency of future voting on the Company’s executive comp

SEC Form DEF 14A filed by Kelly Services Inc.