Sector: Industrials
KELLY SERVICES INC CLASS A · Meeting: May 7, 2026
Directors FOR
11
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of eleven Board-recommended director nominees
Joined the board in January 2026, well within the 24-month new-director exemption from the TSR trigger, and brings relevant executive leadership experience as CEO of Hunt Companies.
Joined the board in September 2025, well within the 24-month new-director exemption, and serves as the newly appointed CEO with extensive staffing industry experience.
Joined the board in January 2026, well within the 24-month new-director exemption, and brings over 35 years of corporate governance and financial expertise.
Director since 2014 with meaningful tenure overlap, but KELYA's 3-year TSR of -40.8% outperforms the company-disclosed compensation peer group median of -52.1% by +11.3pp, which is below the 20pp underperformance threshold required to trigger a No vote under the named-peer-group policy; no other disqualifying flags present.
Director since January 2022 — just over 24 months ago — with partial tenure overlap; KELYA outperforms the peer group median over 3 years by +11.3pp, well within the 20pp threshold, and she brings strong technology and cybersecurity expertise.
Joined the board in January 2026, well within the 24-month new-director exemption, and brings relevant financial and executive leadership credentials.
Joined the board in January 2026, well within the 24-month new-director exemption, and brings extensive financial and investment leadership experience.
Director nominee joining in 2026, well within the 24-month new-director exemption, and brings relevant corporate leadership and financial experience from Hunt Companies.
Director since 2008 with significant tenure overlap, but KELYA's 3-year TSR outperforms the company-disclosed peer group median by +11.3pp, below the 20pp threshold required to trigger a No vote; she is a CPA and audit committee financial expert, making her a strong fit for her role chairing the Audit Committee.
Director nominee joining in 2026, well within the 24-month new-director exemption, and brings over 35 years of experience in credit and special-situations investing.
Director nominee joining in 2026, well within the 24-month new-director exemption, and brings extensive investment banking and M&A expertise relevant to Kelly's strategic direction.
All eleven director nominees receive a FOR vote. The TSR trigger does not fire for any tenured director because KELYA's 3-year price return of -40.8%, while negative in absolute terms, outperforms the company-disclosed compensation peer group median of -52.1% by +11.3pp — well below the 20pp underperformance threshold required under the named-peer-group policy for negative absolute TSR. Eight of the eleven nominees joined the board in January 2026 or later, placing them well within the 24-month new-director exemption. No overboarding, independence, attendance, or other disqualifying flags were identified.
CEO
Christopher D. Layden
Total Comp
$5,207,696
Prior Support
99%%
The CEO's total reported compensation of $5,207,696 is heavily influenced by a one-time sign-on equity award of $4,000,000 in restricted stock granted to recruit Mr. Layden from his prior employer and offset forfeited compensation — this is a disclosed, non-recurring inducement grant rather than a reflection of ongoing annual pay levels, and the proxy clearly explains its purpose. The prior year Say on Pay vote received 99% shareholder support, indicating broad satisfaction with the compensation structure. The company has a meaningful clawback policy, uses performance-based equity awards tied to multi-year metrics (revenue and EBITDA margin measured over three one-year periods with cliff-vesting after three years), and the 2025 short-term incentive paid out below target due to missed financial goals, demonstrating that pay-for-performance linkage is functioning as intended.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
$4,105,447
Non-Audit Fees
$142,000
Non-audit fees (audit-related fees of $140,000 plus other fees of $2,000, totaling $142,000) represent approximately 3.5% of audit fees of $4,105,447, comfortably below the 50% threshold that would raise independence concerns; PwC is a Big 4 firm appropriate for a company of Kelly's size; auditor tenure is not disclosed in the filing so the tenure trigger cannot fire, and no material restatements were identified.
1 proposal submitted by shareholders
Proposal 3
This is a board-proposed charter amendment that introduces three changes relative to the current baseline: it adds the right for stockholders to act by written consent (a pro-shareholder improvement that allows shareholders to act between annual meetings), allows stockholders to fill board vacancies and new directorships (another pro-shareholder improvement that reduces board entrenchment), and grants the Chairperson and majority Class B holders the right to call special meetings. The last element is less clearly pro-shareholder in isolation, but in the context of Kelly being a controlled company where Hunt holds over 92% of the Class B voting stock, the practical effect is that the controlling shareholder can call meetings — which is standard for controlled-company governance and does not worsen shareholder rights relative to the status quo. On balance, the package meaningfully improves shareholder rights versus the current charter, and the pro-shareholder elements (written consent, stockholder vacancy filling) outweigh any concerns about the special meeting provision.
The 2026 Kelly Services annual meeting ballot contains four proposals: a director slate that passes all policy screens (the company outperforms its staffing-industry peer group median over three years despite negative absolute returns, and most nominees joined in early 2026 and are exempt from the TSR trigger), a Say on Pay vote that merits support given a strong prior-year result, a functioning pay-for-performance structure, and a one-time CEO recruitment grant that is clearly disclosed and non-recurring, an auditor ratification that clears all screens with minimal non-audit fees and a Big 4 firm, and a board-proposed charter amendment that on balance improves shareholder rights by adding written consent rights and allowing stockholders to fill board vacancies.
12 companies disclosed in 2026 proxy filing
