Kelly Services Inc

This management-sponsored advisory proposal asks shareholders to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy materials. Management frames its executive pay program as pay-for-performance, with a significant portion of executive compensation delivered through at-risk short-term incentives and multi-year performance shares tied to revenue growth and EBITDA margin, complemented by time-based restricted stock to support retention and ownership. The Board and its Compensation and Talent Management Committee argue that program features—such as clawback provisions, stock ownership requirements, and a heavy weighting toward performance-based long-term incentives—align executive interests with long-term shareholder value. The say-on-pay vote is advisory and non-binding, but the Board states it will consider the outcome when designing future compensation. Notably, management disclosed that the 2025 corporate STIP did not fund because consolidated EBITDA fell below threshold, and that certain executives received prorated or guaranteed payments tied to hire/transition arrangements; these disclosures provide context for shareholders evaluating whether realized pay reflects performance. The Company highlights independent consultant involvement, peer benchmarking, and post-year compensation committee review as governance safeguards. Investors should weigh the program’s goal alignment and governance features against recent financial performance and special sign-on/one-time awards when assessing whether to support the proposal. Given the controlling shareholder’s voting intention and the Board’s recommendation, approval is expected, but the advisory nature means shareholders can still register concerns through their vote and engagement. The outcome provides the Board with feedback that it says will inform compensation design and adjustments going forward.

This management proposal seeks shareholder approval to amend the Company’s Restated Certificate of Incorporation to reflect governance changes negotiated with the controlling shareholder and the Board. Chief among the requested changes are (i) permitting stockholder action by written consent, which allows shareholders with the requisite voting power to take corporate actions without convening a meeting; (ii) expanding the right to call special meetings to include the Chairperson and holders of a majority of Class B voting power (in addition to the Board or a duly authorized committee); and (iii) permitting vacancies and newly created directorships to be filled by stockholders in any manner allowed by Delaware law. Management argues these amendments align the charter with the Company’s post-transaction ownership structure and provide flexibility and clarity in governance, while retaining the dual-class structure under which Class B retains voting power. From a governance perspective, allowing written consents and enabling majority Class B holders to call special meetings materially increases the effective control levers available to the controlling shareholder, Hunt, which beneficially owns a majority of Class B votes and has indicated it will vote in favor. The proposed changes also permit stockholder involvement in filling board vacancies, which could speed board reconstitution but also concentrates influence with the controlling holders. Investors should weigh the operational efficiencies and clarity the amendment provides against potential reductions in protections for minority Class A holders and limits on cumulative voting. The Board recommends approval and notes Hunt’s support, making passage likely given its majority voting power, but the amendment represents a substantive shift in governance dynamics that materially enhances the controlling shareholder’s practical authority.

This catch-all management item reserves the right for the meeting to consider any additional matters that are properly presented at the annual meeting or any adjournment, and is typical procedural language in proxy materials. It does not specify a discrete corporate action, but rather authorizes the proxies and meeting attendees to address unforeseen or routine matters that arise at the meeting, including procedural motions, ministerial matters, or items raised by properly submitted shareholder proposals that were not otherwise included in the proxy. Because the Notice and proxy authorize the named proxies to vote on such matters in their discretion if not otherwise instructed, this agenda line mainly permits the proxies to exercise judgment on procedural items or to vote on substantive matters that are properly raised at the meeting. From a governance standpoint, the presence of this item does not change the formal voting requirements for any substantive proposal and does not override charter or bylaw requirements; any such proposals would still require the applicable vote threshold. Investors should view this item as standard and non-substantive, but remain alert to any unanticipated proposals or shareholder statements presented under this heading that could have governance or financial implications. The Board provided no specific recommendation tied to this placeholder; votes on any substantive unexpected matters will be governed by applicable law and the proxy card authorizations. Given the controlled-company structure and Hunt’s voting majority, the practical outcome of unexpected substantive matters would likely reflect the controlling shareholder’s preferences, subject to legal and fiduciary constraints.