Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 12, 2022, the Board of Directors of Kelly Services, Inc. (the
"Company") adopted resolutions increasing the number of directors constituting
the whole Board of Directors to eleven and appointed Amala Duggirala and
InaMarie Felix Johnson to serve as directors of the Company for a term expiring
at the Company's next annual meeting of stockholders. In connection with their
appointment, the Board of Directors affirmatively determined that both
Ms. Duggirala and Ms. Johnson are independent directors for purposes of the
listing rules of the Nasdaq Stock Market and the Company's Corporate Governance
Principles.
Amala Duggirala
Amala Duggirala, 47, is a successful executive with 24 years of leadership
experience with global organizations covering all aspects of vendor management,
acquisition due-diligence, integrations, strategic planning, product
development, operations, engineering and technology. Ms. Duggirala currently
serves as Executive Vice President and Chief Information Officer (CIO) for
United Services Automobile Association (USAA), a diversified financial services
group of companies that provide military members and their families with
competitive rates on insurance, banking and investment services.
From April 2017 to December 2021, Ms. Duggirala served as Senior Executive Vice
President-Chief Operations and Technology Officer for Regions Financial
Corporation, a bank holding company headquartered in Birmingham, Alabama. Prior
to joining Regions in 2017, Ms. Duggirala served as Chief Technology Officer at
Kabbage, Inc., an online financial technology company, where she led the
technology team in advancing the automation and scalability of that company's
platform to drive lending for organizations world-wide. Before joining Kabbage
in October 2016, Ms. Duggirala served as Executive Vice President of Global
Software Development and Implementation Services at ACI Worldwide, Inc., a
payment systems company, where she was responsible for the architecture,
development and delivery of products in the consumer and commercial payments
space. Ms. Duggirala began her career as an engineer in telecommunications for
Lumen Technologies, Inc., formerly known as CenturyLink, Inc., and British
Telecom, where she held a variety of leadership positions.
Ms. Duggirala holds a Master of Science from Columbia University in New York
with a specialization in Business and Digital Transformation, a MBA from the
University of Nebraska at Omaha, a certification in Advanced Project Management
from Stanford University and a PMP Certification from Program Management
Institute. Ms. Duggirala also earned a degree in Electronics and Communications
Engineering from Osmania University in Hyderabad, India.
Ms. Duggirala's past roles include serving on the boards of directors for
Innovation Depot (2021), a non-profit organization in Birmingham, Alabama, and
TechBridge, Inc. (2016-2020), a technology non-profit organization serving
underprivileged communities.
In October 2021, Ms. Duggirala received the distinguished standout recognition
by American Banker Magazine-Most Powerful Women in Banking, Tech/Banking
category, for enhancing digital capabilities and beating upstarts at their own
game. She was named a TOP technical leader on Forbes Inaugural CIO Next 2021list
and acknowledged by IBM Watson on its 2021 list of Women Leaders in AI.
InaMarie Felix Johnson
InaMarie Felix Johnson, 57, is a human capital transformational leader with more
than 30 years of experience in multiple industries. She most recently served as
the Chief People and Diversity Officer of Zendesk, Inc., a company that provides
customer relationship management and software-as a-service products related to
customer support, sales and other customer communications, from June 2018 to
January 2022. From July 2015 to June 2018, Ms. Johnson served as Senior Vice
President and Chief Human Resources Officer for Plantronics, Inc., an audio
communications company. From September 2011 to June 2015, she held the role of
Chief Human Resources Officer at UTi Worldwide Inc., a supply chain management
company. Prior to joining UTi, Ms. Johnson held a progression of senior
leadership roles at Honeywell International Inc., an international technology
and
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manufacturing company, including Vice President, Human Resources Functional
Transformation and Vice President, Human Resources, Communication and Six Sigma.
Most recently, Ms. Johnson was invited to join CNBC's Workforce Executive
Council, a community of top HR, talent, diversity, and human capital management
professionals across various industries, and was recognized as one of San
Francisco Business Times' Most Influential Women in Business. She was also
recognized as one of Northern California's Most Powerful & Influential Women by
the California Diversity Council.
Ms. Johnson holds a B.A. in Social Sciences, with an emphasis in Human Resource
Management, from the University of California, Berkeley, and a M.A. in
Organizational Development and Management from John F. Kennedy University.
Ms. Johnson currently serves on the board of directors for Entrepreneurship for
All (EforAll), an organization partnering with communities nationwide to assist
under-represented individuals successfully start and keep a business.
Board Committees
The Board of Directors of the Company expects to consider board committee
assignments for Ms. Duggirala and Ms. Johnson at a later date.
Director Compensation
In connection with their appointment as directors, Ms. Duggirala and Ms. Johnson
each received a cash retainer of $34,520.55 and were issued 2,117 shares of the
Company's Class A common stock having a fair market value at the time of
issuance of $37,973, representing a pro rata portion of the annual compensation
paid by the Company to its directors. The Company's director compensation
arrangements are described in the definitive proxy statement for the Company's
2021 annual meeting of stockholders filed with the Securities and Exchange
Commission on April 19, 2021.
Understandings Regarding Appointment and Related Party Transactions
There are no arrangements or understandings between Mses. Duggirala or Johnson
and any other person pursuant to which Mses. Duggirala and Johnson were
appointed to the Board. Mses. Duggirala and Johnson have no direct or indirect
material interest in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On January 18, 2022, the Company issued a press release announcing the
appointment of two new directors. A copy of the press release issued by the
Company is attached as Exhibit 99.1 and is incorporated herein by reference.
The forgoing information is being furnished pursuant to Item 7.01 of Form 8-K
and will not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liability of such
Section.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Number Exhibit
99.1 Press release dated January 18, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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