Kforce Inc

This non-binding advisory proposal asks shareholders to approve Kforce’s disclosed executive compensation program (the Compensation Discussion and Analysis, tables and narrative). Management seeks shareholder support to validate its pay-for-performance framework, which emphasizes variable compensation—annual incentives tied to revenue and adjusted diluted EPS and individual MBOs and long-term equity awards tied to three‑year relative TSR versus a Performance Peer Group. The Compensation Committee designed targets and thresholds with downside protection (no payout below certain revenue/EPS thresholds) and increased the weight of MBOs to 30% in 2025. In 2025 the Committee exercised judgment in determining EPS attainment and used adjustments to reflect one-time items, resulting in an EPS payout between threshold and target and equity LTI payouts slightly below target due to relative TSR performance. The Board recommends a FOR vote, asserting that compensation aligns management and shareholder interests, includes governance protections (clawback policy, minimum vesting, no repricing without shareholder approval, share ownership guidelines), and is informed by ongoing shareholder outreach. While advisory and non-binding, the vote provides important feedback; the Board and Compensation Committee state they will consider the outcome in future compensation decisions. Investors evaluating the proposal should weigh the firm’s demonstrated pay-for-performance mechanics and recent financial and strategic context (including capital returns and strategic investments in Workday, offshore delivery, and AI) against the realized payouts and relative TSR performance over the multi-year measurement periods.

This proposal asks shareholders to approve a new equity plan to replace the expiring 2025 SIP and replenish Kforce’s equity pool to continue making grants to employees, consultants and non‑employee directors. The Board seeks authority for a Share Reserve that, as adopted by the Board, totals 2,848,000 shares (1,211,000 newly authorized plus approximately 1,637,000 shares carried from the 2025 SIP), with a full‑value share equivalence of roughly 1,047,000; the plan uses a 2.72 conversion for full‑value awards to preserve economic grant capacity. Management frames the request as necessary to attract, retain and incentivize talent and to support compensation programs including performance-based LTIs tied to relative TSR; the Board also highlights governance protections in the plan including anti‑repricing without shareholder approval, minimum one‑year vesting (with limited exceptions), per‑person and per‑year limits (including caps for non‑employee directors), and change‑in‑control provisions. The plan permits a broad set of award types (incentive and nonqualified options, SARs, restricted stock and RSUs, other stock‑based awards) and contemplates standard administrative discretions for the Committee to set terms, performance measures and adjustments for capitalization events. From a shareholder perspective, the proposal increases potential dilution—management estimates combined outstanding unvested restricted stock and the new full‑value availability could produce ~11.7% dilutive impact on a basic and fully diluted basis—so investors must weigh near‑term dilution against the need to maintain an equity currency for retention and performance alignment. The plan includes guardrails (holding periods for NEOs, limits on annual awards, and prohibition on repricing without shareholder approval) intended to mitigate common shareholder concerns about excessive dilution or opportunistic award repricing. The Board recommends FOR, arguing that without approval the Firm would face a shortfall that could hinder its ability to reward and retain key personnel; shareholders should consider the detailed conversion mechanics, caps and anti‑repricing safeguards when evaluating the trade‑off between dilution and talent‑management needs.

This is a standard procedural item that authorizes the named proxy holders to cast votes on any additional matters that may be properly presented at the annual meeting but are not described in the proxy materials. It is not a substantive corporate action and typically captures housekeeping or unforeseen business; the company states it does not know of any other matters to be considered. Because no recommendation is provided and the item is open-ended, it effectively grants discretion to management proxies to respond to procedural or emergent proposals consistent with their fiduciary judgment, which can reduce shareholder control over actions not specifically listed on the ballot. Investors should note that brokers may not vote on non-routine matters in the absence of holder instructions, so the practical effect of this authorization depends on shareholder participation and instructions. From a governance perspective, the presence of this item is common and not necessarily indicative of management intending to pursue additional material matters, but activist or third-party nominee campaigns could present additional business in other contexts. There is limited analytical value to voting for or against this standalone authorization; many institutional practices are to grant proxies discretion for such matters while preferring that any significant proposals be disclosed in advance so shareholders can vote with full information.