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:

Kelly Services, Inc.

(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check the appropriate box):

LETTER FROM THE CHAIRMAN OF THE BOARD

April 8, 20196, 2020

To Our Shareholders:

You

Dear Stockholders:

2019 saw a leadership transition for our Company and continued progress in corporate governance.

On October 1, 2019, Peter Quigley became our new President and CEO and joined our Board of Directors. George Corona stepped down as President and CEO for his planned retirement on June 30, 2020. Peter was selected following an extensive succession process conducted by the Board, involving internal and external candidates. Prior to becoming President and CEO, Peter spent 17 years in varied and demanding leadership roles at Kelly. With the support of the Board, Peter is leading the Company’s strategic transformation into a specialty talent company.

On behalf of the Board, I want to express our gratitude to George for his exceptional leadership. He has helped Kelly become a more focused company, make solid investments in technology and the future of work, and stay aligned with our Noble Purpose of connecting people to work in ways that enrich their lives. We are cordially invitedgrateful for his 25 years of service to attendKelly and pleased that George will remain on our Board and will be contributing his experience to Peter’s transition.

I would also like to take this opportunity to thank Takao Wada for his distinguished service on the Board. Mr. Wada served as the designated representative of Persol Holdings, LLC, Kelly’s strategic partner in the Asia-Pacific region, and is not standing forre-election.

The Board is committed to sound corporate governance as a means of enhancing long-term stockholder value. We have a majority independent Board and fully independent Audit and Compensation Committees. Following our Annual Meeting, when we will make new committee assignments, our Corporate Governance and Nominating Committee will be fully independent. That will bring us to the important milestone of satisfying all the Nasdaq independence requirements for board and board committees that are applicable tonon-controlled companies.

As of this writing, like most businesses throughout the world, we are confronting serious challenges raised by COVID – 19 (“Coronavirus”) for our Company, employees, and business partners. In response, Kelly implemented its emergency management procedures under which a cross-functional Emergency Management Team was assembled to coordinate crisis management for the organization, including containment measures, policies, communications, and resources. We have implemented measures designed to protect the health and safety of Kelly employees, including initiating travel restrictions, barringin-person attendance at conferences and large events, and restricting nonessential visitors from our buildings. Kelly’s adoption of information technology systems and policies that enable remote work are proving to be extremely beneficial during this time, and Kelly workers are able to perform nearly all essential functions remotely. When possible, Kelly is also working with its customers to implement remote work plans for temporary employees. Kelly will continue to adapt its approach in light of government actions, best practices, and the recommendations of public health officials. As we get closer to the date of the Annual Meeting, of Shareholders of Kelly Services, Inc., whichwe will determine whether it is advisable to hold our Annual Meeting as a virtual meeting. Whatever format it ultimately takes, I hope you will be held at 11:00 a.m. Eastern Daylight Time on Wednesday, May 8, 2019. The meeting will be held in the Auditorium located on the first floor of our headquarters building at 999 West Big Beaver Road, Troy, Michigan 48084-4716.

YOUR VOTE IS IMPORTANT TO US

As explained in the enclosed Proxy Statement, at this year’s meeting Class B Shareholders will be asked to vote on the election of directors, anon-binding advisory vote on executive compensation, and the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019.

Whether you planable to attend or not, please date, sign and return the proxy card in the accompanying envelope, or vote by telephone or via the Internet as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You may, of course, withdraw your proxy and change your vote prior to or at theour Annual Meeting by following the steps described in the Proxy Statement.

STRENGTHENING CORPORATE GOVERNANCE

The Kelly board is committed to high governance standards for the benefit of our shareholders and stakeholders. Using governance best practices as a guide, we carefully examine governance matters and make recommendations that would further strengthen the board and its relationship with Kelly’s executive management team. Here are some key actions and accomplishments we have achieved together in 2018:

Most importantly, we all strive to exemplify the bedrock values established by Kelly’s founder, William Russell Kelly, who insisted that everyone at the company act with integrity, treat every person with respect, and always do the right thing.

We appreciate the strong support of our shareholders over the years and we look forward to seeing you at the meeting.on May 6, 2020.

GEORGE S. CORONA
President and Chief Executive Officer1

NOTICE OF ANNUAL MEETING OF SHAREHOLDERSSTOCKHOLDERS

To the Shareholders ofApril 6, 2020

Kelly Services, Inc.:Dear fellow Stockholders:

We are pleased to invite you to join our Board, senior leadership, and other associates of Kelly Services, Inc., a Delaware corporation (the “Company”), for the Annual Meeting of Shareholders,Stockholders, to be held at the offices of the Company, 999 West Big Beaver Road, Troy, Michigan 48084-4716, on Wednesday, May 8, 20196, 2020 at 11:00 a.m., Eastern Daylight Time.

As a precaution regarding the Coronavirus orCOVID-19, we may hold our annual meeting over the web in a virtual meeting format instead of holding the meeting in Michigan. If we take this step, we would publicly announce a determination to hold a Virtual Annual Meeting in a press release available at kellyservices.com as soon as practicable before the meeting. The purposespress release would include instructions as well as a webcast link from which to access the 2020 Annual Meeting of Stockholders on the above date and time, via live audio webcast, but only if the meeting is not held in Michigan.

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

THE BOARD OF DIRECTORS RECOMMENDS THAT CLASS B SHAREHOLDERS VOTE FOR EACH DIRECTOR NOMINEE AS SET FORTH IN PROPOSAL 1, FOR THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION AS SET FORTH IN PROPOSAL 2, AND FOR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS SET FORTH IN PROPOSAL 3.

Only holdersIf you were a holder of record of the Company’s Class B common stockCommon Stock at the close of business on the Record Date, March 18, 2019,16, 2020, you are entitled to notice of and to vote at the Annual Meeting.

Please promptly submit your vote your shares by Internet,internet, telephone, or by mail usingsigning, dating, and returning the enclosed proxy card or voting instruction form in the postage-paid envelope which requires no postage. We encourageprovided so that your shares will be represented and voted at the meeting.

Thank you to vote promptly.for your interest in Kelly.

The following materials, also included with the Notice of Annual Meeting of Stockholders, are available for view on the Internet:

To view the Proxy Statement or Annual Report visit: www.envisionreports.com/kelyb.

Please refer to the enclosed Proxy Card and Proxy Statement for information on voting options:

Internet — Scan QR Code — Telephone — Mail

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Table of Contents

Table of Contents
Proxy Summary			75
Annual Meeting Details			75
Meeting Agenda			5
How to Cast Your Vote			75
Meeting Agenda and Voting Recommendations			8
Director Nominees			96
Corporate Governance Highlights			107
Corporate Sustainability Strategy and Assessment, Recognitions and Awards			8
Company MeritsFull Year 2019 Financial Summary			10
Financial and OperatingExecutive Compensation Highlights			11
Executive Compensation HighlightsProposal 1: Election of Directors			12
Proposal 1: Election of DirectorsDirector Independence			1312
Director Independence and TenureBoard Nominees			1312
Director Qualifications, Background, andBoard Diversity			13
Experience and Qualifications			13
RecommendedBiographical Information About Director Nominees			14
Director Nominees’ BiosCorporate Governance			15
19
Corporate GovernanceCompliance with Nasdaq Independence Standards forNon-Controlled Companies			2019
Recent Governance Changes			20
Board Leadership and Governance Structure			2019
Committees of the Board			2120
Audit Committee			21
Compensation Committee			22
Compensation Committee Interlocks and Insider Participation			22
Corporate Governance and Nominating Committee			22
Risk Governance and Oversight			2221
Risk Governance and Oversight Responsibilities			23
Enterprise Risk Management (“ERM”) Program			23
Risk Assessment of Employee Compensation ProgramsDirector Attendance			24
Size of the Board			24
Director Tenure			24
Director Service on Outside Public Company Boards			24
Director Orientation and Continuing Education			24
Board and Committee Evaluation			2524
Code of Business Conduct and Ethics			2524
Related Person Transactions and Certain Relationships			25
Corporate Sustainability			26
Director Compensation			2726
Director Compensation Design			2726
Chairman of the Board Transition			27
Stock Ownership Requirements			2826
Non-Employee Directors Deferred Compensation Plan			28
2018 Director Compensation			28
26
2019 Director Compensation			27
Beneficial Ownership of Shares			28
Delinquent Section 16(a) Reports			29
Section 16(a) Beneficial Ownership Reporting Compliance			30
Proposal 2: Advisory Vote to Approve the Company’s Executive Compensation			30
31Compensation Discussion and Analysis
	31
Compensation Discussion and Analysis			32
20182019 Named Executive Officers			3231
Executive Summary			3231
Fiscal 20182019 Performance			3231

Key Executive Compensation Program Highlights for Fiscal 20182019			33
2018 STIP Design and Results			34
2018-2020 LTI Design			34
2016-2018 LTI Results			35
2018 Base Salary Decisions			35
Executive Compensation Philosophy, Objectives, and Design			3534
Pay for Performance Framework			35

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Senior Executive Severance Plan2019			56
General SeveranceCEO Pay Ratio			57
Treatment of Long-Term Inventive Awards			57
CEO Pay Ratio			61
Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for the 2019 Fiscal Year			63
Audit andNon-Audit Fees			63
Report of the Audit Committee			64
Questions and Answers About the Proxy Statement and the Annual Meeting			65

	65
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Proxy Summary

PROXY SUMMARY

We provide belowThis summary highlights of certain information contained elsewhere in this Proxy Statement. As it is only a summary, pleasePlease refer to the complete Proxy Statement and Kelly’s 20182019 Annual Report before you vote.

MEETING AGENDA

HOW TO VOTE

HOW TO CAST YOUR VOTE
Your vote is important. Please cast your vote as early as possible.
Shareholders of record, who hold Class B shares registered in their names, can vote by:

Internet at www.envisionreports.com/kelyb		QR code - Scan and vote with your mobile device		Calling 1-800-652-VOTE  (8683) within the U.S., U.S. territories & Canada on a touch tone telephone		Mail - Return the signed proxy card

Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Central Daylight Time, on May 7, 2019.5, 2020. If you vote by mail, your proxy card must be received before the Annual Meeting.

Beneficial owners, who own shares through a bank, brokerage firm, or other financial institution, can vote by returning the voting instruction form, or by following the instructions for voting via telephone or the Internet, provided by the bank, broker, or other organization. If you own shares in different accounts or in more than one name, you may receive different voting instructions for each type of ownership. Please vote all your shares.

If you are ashareholderstockholder of record or a beneficial owner who has alegal proxy to vote the shares, you may choose to vote in person at the Annual Meeting. If you plan to vote your shares at the meeting, please promptly request a legal proxy from your broker, as you will need to bring this with you to the meeting in order to vote your shares.Even if you plan to attend our Annual Meeting in person, please cast your vote as soon as possible.

Proxy Summary

MEETING AGENDA AND VOTING RECOMMENDATIONSpossible.

Voting Matters

Board’s Recommendation

Page Reference (for more detail)

Proposal 1.

Election of nine Directors

✓

FOR Each Nominee

5

13

Proposal 2.

Advisory vote to approve the Company’s Executive Compensation

✓

FOR

31

Proposal 3.

Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year

✓

FOR

63

Proxy Summary

DIRECTOR NOMINEES

The following table provides summary information about each Directordirector nominee. Each Directordirector is elected annually by a plurality vote.

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Proxy Summary

CORPORATE GOVERNANCE HIGHLIGHTS

The CompanyKelly is committed to goodsound corporate governance which we believe is important to the successas a means of enhancing long-term stockholder value. Highlights of our business and in advancing shareholder interests. Our corporate governance practices are described in greater detail in the Corporate Governance section. Highlights include:below.

CONNECTING PEOPLE TO WORK IN WAYS THAT ENRICH THEIR LIVES

Proxy Summary

FINANCIAL AND OPERATING HIGHLIGHTS

Kelly delivered a solid year in 2018 despite a tight labor market. A growing U.S. economy and historic low unemployment rates made recruiting more challenging in 2018 and increased the time and expense required to fill positions. The ability to deliver good results, in a challenging business environment, is a testament to the flexibility and resourcefulness of Kelly’s teams.

2018 TOTAL COMPANY

2018 OPERATING EARNINGS BY SEGMENT

Kelly’s business is aligned into three segments to reflect customer buying behavior and the Company’s operational structure.73 YEARS OF INDUSTRY LEADERSHIP

Leading		Principal		Top 5		Leading
staffing provider in targeted U.S. specialties.		provider ofK-12 educational staffing in U.S.		science, engineering, and office talent provider in the U.S.		managed services provider with $8.3 billion spend under management.
Delivering		Supported		91%		Helping
staffing, outsourcing and consulting across Americas, Staffing is local/branch-delivered staffing businessEMEA, and APAC.		by 4,600+ supplier partners globally.		of Fortune 100 companies use our services.		people thrive in the U.S., Puerto Rico, Canada, Mexico, and Brazil.new world of work.

		Global Talent Solutions (GTS) includes Kelly’s global Outsourcing and Consulting Group (OCG) business, and centralized staffing operations in the U.S., Canada, and Puerto Rico.7

                         Proxy Summary

Corporate Sustainability Strategy

We consider sustainability to be a guiding principle in strengthening the relationship with our global workforce, suppliers, and customers. As a leading provider of global workforce solutions, we connect people with employment opportunities and make a difference in the communities in which we live and work. Through our programs and initiatives, we seek to contribute to improving the quality of life of our employees, their families, as well as the communities in which we operate. Given the worldwide span of our workers, clients, suppliers, and partners, we recognize the global reach of both our business practices and our public accountability.

Since 2017,we embarked on a transformation from Corporate Social Responsibility initiatives, toward a long-term Corporate Sustainability Strategy aligned to our business core which contributes to the Sustainable Development Goals.

This new sustainability approach, rather than being philanthropic, is strategic to our business values. It is based on the concept of social investment, which, instead of aiding on isolated occasions, ensures the creation of future development capacities. We aim to guide all our subsidiaries and collaborators in the planning, management, and implementation of sustainable strategic approaches that create measured and impactful shared value to all our stakeholders.

Our Corporate Sustainability Strategy is defined as an integrated decision-making strategy that provides comprehensive guidelines for implementing internal actions toward these ends. These guidelines provide procedures and tools to ensure the applicability of the strategy on a worldwide basis–guaranteeing the same standards, metrics, and objectives for all our operations.

This strategy has been developed with consideration given to the perceptions of our stakeholders, as well as its impact on business operations.In early 2018,we conducted a material assessment that helped us define the policies and guidelines of our Corporate Sustainability Strategy.

Permanent monitoring of our sustainable performance is conducted on an annual basis by means of an interdisciplinary perspective assessment involving cross-functional areas within the company. Progress in our Corporate Sustainability Strategy are reported on an annual basis through the Global Reporting Initiative Standard (GRI), and Communications of Progress (following the UN Global Compact), which we support sinceFebruary 2019.

Sustainability is an integral part of our company’s strategy and operations. To learn more about our ESG program, please view our website athttps://www.kellyservices.com/global/about-us/corporate-sustainability/corporate-sustainability-program/.

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                         Proxy Summary

Assessments, Recognition & Awards

•   KellyOCG was recognized as the best of the best by IAQP®. 2020.		International Staffing includes Kelly’s EMEA staffing business. •   Kelly is named among Forbes’ list of America’s best recruiting firms for 2019.
•   America’s top corporations for women’s business enterprises (WBES) awards. 2019.		•   Intel® Supplier Continuous Quality Improvement awards. 2018.
•   Kelly was named to Flexjobs®. 2014-2020.		•   Women’s Business Enterprises National Council (WBENC). 2019.
•   Human Resources vendor of the year 2019.		•   CEI Corporate Equality Index 100/100 for 2018 and 2020.
•   Michigan Minority Supplier Diversity Council (MMSDC) Ace Awards. 2019.

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                         Proxy Summary

FULL YEAR 2019 FINANCIAL MEASURESSUMMARY

The constant currency(As Reported)

FULL YEAR 2019 FINANCIAL SUMMARY

(Excluding Gain/Loss on investment in Persol Holdings, Acquisitions, Asset Impairment Charge, Restructuring, and Gain on Sale of Assets)

11

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Proxy Summary

EXECUTIVE COMPENSATION HIGHLIGHTS

Proposal 1: Election of Directors

PROPOSAL 1 - ELECTION OF DIRECTORS

Under our Restated Certificate of Incorporation, the Board of Directors is to consist of no fewer than five and no more than eleven members, the exact number of Directors to be determined from time to time by the Board. As of the date of the mailing of this Proxy Statement, the number of Directors constituting the whole Board has been fixed at nine. Directors are elected annually forone-year terms. Each of the current Directors is a nominee for election at the Annual Meeting, except for Mr. Takahashi who will not stand forre-election. In his place, Mr. Takao Wada of Persol has been nominated for election as a director at the Annual Meeting.

Director Independence and Tenure

Our Board of Directors is responsible for overseeing the management of the business of the Company.

On February 14, 2019, our Board affirmatively determined that Directors G.S. Adolph, R.S. Cubbin, J.E. Dutton, T.B. Larkin, L.A. Murphy, and D.R. Parfet, representing a majority of the Board, are independent pursuant to the Nasdaq Global Market (“Nasdaq”) listing standards, and that none of them had a material relationship with the Company.

The following table illustrates the tenure of our Director nominees. Director tenure is distributed fairly evenly, resulting in a Board that provides us with both new perspectives and long-standing experience with the Company.

Director Qualifications, Background, and Diversity

The Corporate Governance and Nominating Committee makes recommendations to the Board of Directors regarding the Board’s size and composition. The Committee annually reviews with the Board the composition of the Board as a whole and proposes nominees for election to the Board, with a view towards achieving a Board that has a range of relevant qualifications, skills and experience, outstanding personal attributes and diversity of thought. Recommendations made by the Committee of candidates for consideration as director nominees are based upon specific criteria as well as other considerations that the Committee may from time to time deem appropriate, including the Company’s strategic objectives and Board composition factors such as the balance of independent andnon-independent directors or the need for financial experts on the Audit Committee. The Committee may engage third parties to assist in the search for director candidates or to assist in gathering information regarding a candidate’s background and experience.

Director candidates should possess the following competencies and attributes: the highest personal and professional ethics, integrity and values; a reputation, both personal and professional, for maturity, strength of character, and sound judgment; the ability to comply with the Company’s Code of Business Conduct and Ethics; a high level of accomplishment in his or her respective field; an understanding of the complexities of business organizations and demonstrated leadership skills; and flexibility and independence of thought, with the ability to offer independent opinions in a constructive manner. Director candidates should be leaders with relevant expertise and experience with complex organizations of similar size and global scope. In the past, the Board has sought active and former chief executive officers, chief operating officers, or substantially equivalent level executive officers of a complex organization such as a corporation, university, or major unit of government, or a professional who regularly advises such organizations. In recognition of the nature of the Company’s business, the Board has also sought to have some directors with experience in the business services industry or human resources and workforce solutions field.

Director candidates must also have financial acumen and the ability to read and understand fundamental financial statements; a willingness to devote sufficient time to become knowledgeable about the Company’s business and to carry out the duties and responsibilities of the office; and an intention to serve a sufficient period of time to make a meaningful

Proposal 1: Election of Directors

contribution to the Board and the Company. Independent director candidates must meet the independence requirements established by Nasdaq and the SEC, and all director candidates must review with the Corporate Governance and Nominating Committee any relationships that might be construed as a conflict of interest. The resulting Board is a diverse body in terms of gender, age, race, ethnic background, and professional experience.

Of our 9 Director Nominees:
		11				Director ages range
67% are		44% are current or		56% are women or		from 56 to 67
independent		former CEOs		ethnically diverse		Average age: 63

Proposal 1: Election of Directors

PROPOSAL 1 – ELECTION OF DIRECTORS

The Corporate GovernanceBoard has nominated nine individuals for election as directors at the Annual Meeting, each to serve for one year and Nominating Committee works withuntil his or her successor is elected and qualified. All of these individuals are currently serving on the BoardBoard. The other current director, Mr. Takao Wada, is the designated representative of Directors to determineour joint venture partner Persol Holdings Co., Ltd. (“Persol”). Mr. Wada is not standing forre-election and, following the appropriate mix of experience, qualifications, skills, and attributes that enable a Director to make significant contributions to the Company. We doAnnual Meeting, Persol will not have a formal policy with regard to diversity. However, the Board values diversity highly and takes it into consideration, including diversity in gender, ethnicity, race, and age, as we strive to maintain a Board that is strong collectively in its backgrounds, knowledge, and experience. The following table highlights the breadth of experience that is representedrepresentative on the Board. A particular Director may possess other skills, knowledge, or experience in addition to those noted below.

Recommended Director Nominees

Listed on the following pages are the names of the persons nominated for election as Directors of the Company, their ages, principal occupations, other public companies at which they are Directors, occupations held during the past five years (unless otherwise stated, the occupations listed have been held during the entire past five years), and the year in which they first became a Director of the Company.

The Board of Directors is responsible for approving Director nominees based on the recommendation of the Corporate Governance and Nominating Committee. Our controlling shareholder has indicated its support and intention to vote for each of the director nominees.

If a nominee is unavailable for election for any reason on the date of the election of the Director (which is not anticipated), the persons named in the enclosed form of proxy may vote for the election of a person designated by the Board of Directors or the Board may reduce the number of Directors constituting the whole Board.

Directors will be elected by a plurality of the votes cast by holders of Class B common stockCommon Stock who are present in person, or represented by proxy, and entitled to vote at the Annual Meeting. Withheld votesOur controlling stockholder has indicated its support and brokerintention to vote for each of the director nominees.

We do not contemplate that any of the nominees will be unavailable to serve at the time of the Annual Meeting; in that event, however, the persons named in the enclosed form of proxy may vote for the election of a substitute selected by the Board or the Board may reduce its size.

Director Independence

On February 12, 2020, our Board affirmatively determined that directors Gerald S. Adolph, Robert S. Cubbin, Jane E. Dutton, Terrence B. Larkin, Leslie A. Murphy, and Donald R. Parfet, representing a majority of the Board, are independent. The Board’s guidelines for director independence conform to the listing standards of the Nasdaq Global Market (“Nasdaq”) on which the Company’s common stock is listed.

Board Nominees

The Corporate Governance and Nominating Committee is responsible for identifying and recommending to the Board qualified candidates for Board membership with the goal of building a Board that is effective, collegial, diverse, and responsive to the current and anticipated needs of the Company. The Committee considers the following criteria: (i) ethics, character, and judgment; (ii) business and other experience, expertise, skills, and knowledge relevant to the Company’s business and strategy; (iii) objectivity and independence of thought; (iv) diversity of background, experience, and personal characteristics such as gender, race, ethnicity, sexual orientation, and age; and (v) the interplay of the candidate’s qualities with those of other members of the Board. In determining whether to recommend a director fornon-votesre-nomination, will not count towards a nominees’ achievementthe Committee also considers the director’s recent contributions and potential for continuing contributions to the work of plurality.

the Board. The Board has not adopted a policy whereby shareholdersstockholders may recommend nominees to the Board because of the Company’s status as a controlled company.

Proposal 1: Election of Directors

Director Nominees’ Bios

After a review of the individual qualifications and experience of eachEach of our Directordirector nominees has been recommended for election by our Corporate Governance and their contributionsNominating Committee and nominated by our Board. Together, they bring to our Board broad diversity in terms of experience, skills, and personal attributes. The Board believes that this diversity strengthens the Board’s ability to carry out its oversight role on behalf of stockholders. While we do not have a formal diversity policy, the Board will seek to build upon its diversity in connection with future refreshment.

The following graphics highlight the personal diversity and breadth of Directors unanimously recommendsskills, knowledge, and experience that shareholders vote “FOR”are represented on the election of all Director nomineesBoard. A particular director may possess other skills, knowledge, or experience in addition to serve for theone-year term ending at the Annual Meeting of Shareholders held after the close of the fiscal year ending December 29, 2019.

Set forth below are the nominees for election at the 2019 Annual Meeting of Shareholders.those noted below.

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Proposal 1: Election of Directors

BOARD DIVERSITY

EXPERIENCE AND QUALIFICATIONS

		13

Proposal 1: Election of Directors

Biographical Information About Director Nominees

		Donald R. Parfet Age: 6667 Director since: 2004 Chairman of the Board				Peter W. Quigley Age: 58 Director since: 2019 Chief Executive Officer
Board Committees: •  None				Board Committees: •  None
Principal Occupation and Directorships: •  Managing Director, Apjohn Group, LLC (2001 - present) •  General Partner, Apjohn Ventures Fund (2003 - present) •  General Partner, Apjohn Ventures Annex Fund (2010 - present) •  Director, Rockwell Automation, Inc. (2008 - present) •  Director, MASCO Corporation (2012 - present) •  Director, Sierra Oncology Inc. (2015 - 2019)				Principal Occupation and Directorships: •  President and Chief Executive Officer, Kelly Services, Inc. (2019 - present) •  Executive Vice President, President of Global Staffing and General Manager of IT, Global Service, and Global Business Services, Kelly Services, Inc. (2017 - 2019) •  Senior Vice President, General Counsel, Chief Administrative Officer and Assistant Secretary, Kelly Services, Inc. (2015 - 2017)
Education: •  University of Michigan, MBA, Finance •  University of Arizona, BA, Economics				Education: •  National Law Center at George Washington University, JD •  University of Michigan, BA
Don was appointed Chairman of the Board in 2018. Prior to being appointed to the Chairman role, he had served as the Board’s Lead Director since 2012. Don brings extensive financial and operating experience to the Board as an executive with responsibilities for numerous global businesses. He currently leads a business development company and a venture capital firm focused on the development of emerging medicines. He also serves as a director of two large publicly held companies and is a director and Trustee of a number of charitable and civic organizations. Don brings to the Board global operating experience, strong financial background, and proven leadership capabilities.				Peter was appointed President and Chief Executive Officer of Kelly in October 2019. Peter has 17 years of experience in a variety of roles at Kelly and has served as an officer of the Company since 2004. Prior to joining Kelly, Peter held an array of roles at Lucent Technologies and AT&T Corporation. He earned a Juris Doctorate (J.D.) from the National Law Center at George Washington University and a bachelor’s degree from the University of Michigan. He is a member of the State Bar of Michigan and the District of Columbia Bar. Peter also serves on American Staffing Association’s and the Detroit Regional Chamber’s Board of Directors.

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                           Proposal 1: Election of Directors

		Carol M. Adderley Age: 60 Director since: 2010				Gerald S. Adolph Age: 66 Director since: 2018
Board Committees: •  Governance and Nominating				Board Committees:   •  Audit   •  Compensation   •  Governance and Nominating
Principal Occupation and Directorships:   •  Managing Director, Apjohn Group, LLC (2001 – present) •  General Partner, Apjohn Ventures Fund (2003 – present) •  General Partner, Apjohn Ventures Annex Fund (2010 – present) •  Director, Rockwell Automation, Inc. (2008 – present) •  Director, MASCO Corporation (2012 – present) Writer and Researcher in the Humanities
		•  Director, Sierra Oncology, Inc. (2015 – present) Education: •  University of Michigan, MBA, Finance •  University of Arizona, BA, Economics

Donald R. Parfet was appointed Chairman of the Board in 2018. Prior to being appointed to the Chairman role, he had served as the Board’s Lead Director since 2012. He brings extensive financial and operating experiences to the Board as an executive with responsibilities for numerous global businesses. He currently leads business development and venture capital firms focused on the development of emerging medicines. He also serves as a Director of two large publicly held companies, as the Chairman of the Board of a small publicly held company, and is on the board of several private companies and charitable organizations. He brings to the Board global operating experience, strong financial background, and proven leadership capabilities.

George Corona was named President and Chief Executive Officer of Kelly Services in May 2017, after more than 20 years of experience in a variety of executive roles, including eight years as Executive Vice President and Chief Operating Officer. Prior to joining Kelly in 1994, Mr. Corona held management roles at Digital Equipment Professional Services Group and Burroughs Corporation. Mr. Corona also serves on the boards of severalnot-for-profit organizations.

Proposal 1: Election of Directors

		Carol M. Adderley Age: 59 Director since: 2010		Board Committees:
				•  Governance and Nominating (Vice Chair)
				Principal Occupation and Directorships:
				•  WriterDirector and Researcher in the HumanitiesCo-Chair, NAACP Legal Defense and Education Fund (1998 - present) •  Director, Cintas Corporation (2006 - present) •  Trustee, Cardinal Spellman High School Board (2010 - present) •  Senior Partner and other executive positions, Booz & Co. (1981 - 2016)
				Education:
				•  University of Iowa, MA, English Literature
				•  University of Chicago, AM, General Studies in Humanities, Literature and Social Change
			•  University of Western Ontario, BA (Honors), English and Philosophy
Carol M. Adderley is the granddaughter of William R. Kelly, the Company’s founder. It is the opinion of the Board of Directors that it is in the best interests of the Company to have the next generation of the founding family serve as a Director of the Company. Ms. Adderley holds advanced degrees in the humanities and is a published author.

		Gerald S. Adolph Age: 65 Director since: 2018		Board Committees:
				•  Audit
				•  Compensation
				•  Governance and Nominating
				Principal Occupation and Directorships:
				•  Director andCo-Chair, NAACP Legal Defense and Education Fund (1998 – present)
				•  Director, Cintas Corporation (2006 – present) •  Trustee, Cardinal Spellman High School Board (2010 – present)
				•  Senior Partner and other executive positions, Booz & Co. (1981 – 2016)
				Education:
				•  Harvard Business School, MBS
				•  Massachusetts Institute of Technology, MS, Chemical Engineering
				•  Massachusetts Institute of Technology, BS, Management Science (Concentration in Organizational Psychology)
				•  Massachusetts Institute of Technology, BS, Chemical Engineering
Carol is the granddaughter of William R. Kelly, the Company’s founder, and the daughter of Terence E. Adderley, who served for many years as Chief Executive Officer and as Chairman of the Board. Carol holds advanced degrees in the humanities and is a published author.				Gerald, S. Adolph was appointed to Kelly’swho joined our Board of Directors onin March 7, 2018. He brings with him2018, has over thirty-five35 years of experience in growth strategy, mergers and acquisitions, and technology-driven industry changes. HeGerald also has governance experience through his past service on the board of Booz & Co. and current service on the boards of Cintas Corp., where he is chair ofchairs the compensation committee, and the NAACP Legal Defense and Education Fund, which heco-chairs.

Proposal 1: Election of Directors

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                         Proposal 1: Election of Directors

		George S. Corona Age: 61 Director since: 2017				Robert S. Cubbin Age: 6162 Director since: 2014
Board Committees: 2014 •  None				Board Committees:
	•  Audit
	•  Compensation (Chair)
	•  Governance and Nominating
Principal Occupation and Directorships:   •  President and Chief Executive Officer, Kelly Services, Inc. (2017 - 2019) •  Executive Vice President and Chief Operating Officer, Kelly Services, Inc. (2009 - 2017)
	Principal Occupation and Directorships:
			•  Director, Huntington Bancshares Incorporated (2017 –- present)
			•  Director, First Merit Corporation (2013 –- 2017)
			•  President and Chief Executive Officer, Meadowbrook Insurance Group, Inc. (2002 –- 2016)
Education: •  Oakland University, MBA •  Wayne State University, BSBA				Education:
			•  Detroit College of Law, JD
			•  Wayne State University, BA, Psychology
Robert S. Cubbin
George served as President and Chief Executive Officer of Kelly from May 2017 until his retirement in September 2019. George had more than 20 years of experience in a variety of executive roles with Kelly, including eight years as Executive Vice President and Chief Operating Officer. Prior to joining Kelly in 1994, he held management roles at Digital Equipment Professional Services Group and Burroughs Corporation. George also serves on the boards of severalnot-for-profit organizations.				Bob is an attorney withthirty-one 31 years of experience in insurance law. In 2016, he retired as President and Chief Executive Officer of an insurance company. HeBob currently serves as a Directordirector of one other publicly held company. His extensiveIn addition to his leadership experience, he brings to the Board expertise in the areas of legal, insurance, management, accounting, actuarial, investment, underwriting, reinsurance, and claims experience are an asset to the Company’s Board.experience.

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                         Proposal 1: Election of Directors

		Jane E. Dutton Age: 6667 Director since: 2004				Terrence B. Larkin 2004Age: 65 Director since: 2010
Board Committees: •  Compensation •  Governance and Nominating (Chair)				Board Committees:
	•  Audit •  Compensation
			•  Governance and Nominating (Chair)
	Principal Occupation and Directorships:
			•  Robert L. Kahn Distinguished University Professor Emeritus of Business Administration and Psychology, The University of Michigan Business School (2017 –- present)
			•  Robert L. Kahn Distinguished University Professor of Business Administration and Psychology, The University of Michigan Business School (2007 –- 2017)		Principal Occupation and Directorships:   •  Executive Vice President, Business Development, General Counsel and Corporate Secretary, Lear Corporation (2008 - 2020)
Education:
			•  Northwestern University, Ph.D. and MS, Organizational Behavior
			•  Colby College, BA Sociology		Education: •  Wayne State University Law School, JD cum laude •  Michigan State University, BA (High Honors), Finance
Jane E. Dutton is an expert in the field of organizationorganizational behavior and has researched and published numerous works on best practices related to engagement, commitment, and productivity of employees. Her understanding of factors contributing to organizational excellence provides the Board with a vital perspective on the Company’s mission to be the world’s best workforce solutionstransformation into a specialty talent company.

Proposal 1: Election of Directors

		Terrence B. Larkin		Board Committees:
		Age: 64 Director since: 2010		•  Audit (Vice Chair) •  Compensation
				Principal Occupation and Directorships:
				•  Executive Vice President, Business Development, General Counsel and Corporate Secretary, Lear Corporation (2008 – present)
				Education:
				•  Wayne State University Law School, JD cum laude
				•  Michigan State University, BA (High Honors), Finance
Terrence B. LarkinTerry is an attorney with twenty-eight28 years of experience in a business law practice. He is currentlyretired in January 2020 as a member of the senior management team of a global manufacturing company with responsibility for legal affairs, internal audit, and global business development for mergers, acquisitions, and joint ventures. Mr. Larkin alsoTerry currently serves on the boardsboard of twoonenot-for-profit organizations.organization. He brings to the Board a valuable combination of complex problem-solving skills, governance expertise, and global experience.

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                         Proposal 1: Election of Directors

		Leslie A. Murphy		Board Committees:
	Age: 6768 Director since: 2008
Board Committees:   •  Audit (Chair)   •  Compensation (Vice Chair)
Principal Occupation and Directorships:
			•  President and CEO, Murphy Consulting, Inc. (2008 –- present)
			•  Certified Public Accountant
			•  Member of AICPA’s Governing Council (2000 –- present)
			•  Member of NACD Advisory Councils on Audit Committee Issues and Risk Oversight (2012 –- present)
			•  Director, Detroit Legal News Company (2012 –- present)
			•  Director, Loop Industries, Inc. (2017 – present)
Education:
			•  University of Michigan, BBA, Accounting
Leslie A. Murphy is a certified public accountant, former chair of the American Institute of Certified Public Accountants, and former Group Managing Partner of Plante & Moran, LLP, a major independent registered publicnational accounting firm. The Board has determined that Ms. MurphyLeslie qualifies as an “audit committee financial expert” within the meaning of applicable SEC regulations and has the leadership skills to chair the Audit Committee. She brings to the Board analytical capability, understanding of the economics and strategic elements of business, and expertise in enterprise risk management.

Proposal 1: Election of Directors

		Takao Wada18		Board Committees:
	Age: 56 Director nominee		•  None
			Principal Occupation and Directorships:
			•  Director and Senior Executive Officer, PERSOL HOLDINGS CO., LTD. (2016 - present)
			•  President and Representative Director, PERSOL TEMPSTAFF CO., LTD. (2016 – present)
			•  Executive Vice President and Representative Director, PERSOL TEMPSTAFF CO., LTD. (2015 - 2016)
			•  Executive Vice President and Director, PERSOL TEMPSTAFF CO., LTD. (2013 – 2015)
			Education:
				•  College of Law, Ritsumeikan University
Takao Wada serves as Director and Senior Executive Officer of PERSOL HOLDINGS CO., LTD., which is listed on the Tokyo Stock Exchange. PERSOL HOLDINGS CO., LTD. and the Company entered into a strategic alliance in 2010. Mr. Wada has been designated to serve as PERSOL HOLDINGS CO., LTD.’s representative on the Company’s Board of Directors pursuant to that alliance. Mr. Wada has deep knowledge of the staffing industry and Asia Pacific markets.

Corporate Governance

CORPORATE GOVERNANCE

UnderCompliance with Nasdaq Independence Standards forNon-Controlled Companies

Nasdaq, on which the listing standardsCompany’s common stock is listed, has established exemptions from its governance requirements for “controlled companies,” defined as companies in which a single person, entity, or group holds 50% of the Nasdaq, we are deemedvoting power for the election of its directors. The Company is a “controlled company” because trusts established by the late Terence E. Adderley, the former Chairman of our Board of Directors, have voting power with respect to more than 50% of our outstanding voting stock. As such, the Company may avail itself to exemptions relating to the independencevirtue of the Board, the Compensation Committee, and the nominating process.

Although we are a controlled company, the Company’s approach to leadership is intended to serve the interests of all shareholders, and the Company has historically recognized the importance of having a Board composed of a majority of independent Directors. Despite the availability of controlled company exemptions, a majority of our Board is independent and we maintain an independent Audit Committee and Compensation Committee. In addition, our Corporate Governance and Nominating Committee is majority independent.

Recent Governance Changes

In September 2018, the Company announcedfact that Terence E. Adderley had retired as the Chairman of the Board of Directors of the Company. Lead Director Donald R. Parfet was elected to replace Mr. Adderley as Chairman of the Board of Directors. The Board of Directors determined in accordance with our Corporate Governance Principles that because Mr. Parfet is an independent director, the Board of Directors will not have an independent lead director during Mr. Parfet’s tenure as Chairman.

On October 9, 2018, Mr. Adderley passed away at age 85. Mr. Adderley, son of the Company’s founder, William Russell Kelly, joined Kelly Services in 1958 and became Chief Executive Officer in 1989. He served on the Company’s Board of Directors beginning in 1962 and served as Chairman of the Board from 1998 until his retirement in September 2018.

Prior to his death, Mr. Adderley was the beneficial owner of 1,514,686 shares of the Company’s Class A Common Stock, representing approximately 4.2% of the outstanding Class A shares, and 3,213,265 shares of Class B Common Stock, representing approximately 93.6% of the outstanding Class B shares. Upon Mr. Adderley’s death, the Terence E. Adderley Revocable Trust K (“Trust K”), discussed below, has the power to vote approximately 91.6% of the Company’s outstanding shares of Class B Common Stock.

In keeping with the Company’s historic recognition of the importance of having a majority of independent directors, the Company has elected to comply voluntarily with all the Nasdaq listing standards that otherwise do not apply to controlled companies. Thus, a majority of the Board are independent directors, all members of the Compensation Committee are independent directors and all members of the Audit Committee are independent directors (which is a Nasdaq requirement for all listed companies). Commencing with the Annual Meeting of the Board to be held on May 6, 2020, when committee assignments will be made, all members of the Corporate Governance and Nominating Committee will be independent directors and the Company will fully satisfy the Nasdaq independence standards for boards and board committees ofnon-controlled companies.

Prior to his death in October 2018, Mr. Adderley was the trustee of Trust K. Upon his death, Trust K became irrevocable. Inirrevocable and, in accordance with the provisions of Trust K, William U. Parfet,the trust, Andrew H. Curoe, David M. Hempstead, and Andrew H. CuroeWilliam U. Parfet were appointed as successor trustees of(the“co-trustees”). Theco-trustees are required to act by a majority vote, in voting and making investment decisions with respect to the trust. Mr.Class B Common Stock held by Trust K.

William U. Parfet, aco-trustee, is the brother of Donald R. Parfet, the Chairman of the Board. In determining that Donald R. Parfet is an independent director, the Board considered, among other things, that Donald R. Parfet and William U. Parfet are financially independent of Directors ofone another, that the Company. The trustees, actingco-trustees are required to act by majority vote have sole investment and voting powerthat none of the sharesco-trustees serves as an officer or director of Class B Common Stock heldthe Company or has any personal financial interest in Trust K that could benefit from actions taken by the Trust K. The Class B Common Stock held by Trust K represents approximately 91.5% of the outstanding Class B shares; therefore, Trust K is the controlling shareholder of the Company.Board.

Board Leadership and Governance Structure

The Company’sBoard is responsible for establishing and maintaining the most effective leadership is vested in astructure for the Company. At the present time, the Board has determined that the roles of the Chairman of the Board of Directors and the Chief Executive Officer (“CEO”), subjectshould be separate, with the Chairman an independent director, because that structure affords independent Board leadership and allows the Chief Executive Officer to concentrate on the overall authorityCompany’s business. Donald R. Parfet serves as Chairman of the Board.Board and Peter W. Quigley serves as Chief Executive Officer.

The Chairman of the Board’s duties include consulting with our Chief Executive Officer, reviewing the agendas for Board meetings, presiding over meetings of the Board and, together with our Chief Executive Officer, presiding over meetings of shareholders.stockholders. The Chairman of the Board’s duties also include serving as liaison among the Chief Executive Officer and the independent Directors,directors, establishing the schedule for Board meetings (in consultation with the Chief Executive Officer), developing and approving agendas for Board meetings, approving the information sent to the Board for meetings, establishing the schedule and agendas for and to presidepresiding over meetings of the independent Directorsdirectors in executive session, and to provideproviding feedback to the Chief Executive Officer on those executive sessions, and facilitating discussions among independent Directorsdirectors on key issues outside of Board meetings,meetings.

In the event that the Chairman of the Board is not an independent director, the Company’s Corporate Governance Principles provide that the independent directors will elect one of their number to serve as Lead Director and being available for consultation withfulfill many of the Chief Executive Officer.Chairman of the Board’s current responsibilities.

The Chief Executive Officer is responsible for managing the business and affairs of the Company, subject to the oversight of the Board. The Chief Executive Officer’s duties include leading the management team, representing the Company externally, consulting with the Chairman of the Board about developments in the Company, and communicating with all Directorsdirectors about key issues outside of Board meetings.

Corporate Governance

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Corporate Governance

Committees of the Board

The full text of our Board’s Corporate Governance Principles and the charters of the Board’sBoard has established three standing committees, which are thecommittees: an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee, areCommittee. Each committee functions under a written charter adopted by the Board, which is available on the Company’s website atkellyservices.com.kellyservices.com or to any stockholder who requests a copy. The following table sets forth the Board committeescurrent members, responsibilities, and the members of each committee.

		Audit		Compensation		Governance and Nominating
Donald R. Parfet * (Chairman)		✓		✓		✓
George S. Corona
Carol M. Adderley						Vice Chair
Gerald S. Adolph *		✓		✓		✓
Robert S. Cubbin*		✓		Chair		✓
Jane E. Dutton *				✓		Chair
Terrence B. Larkin *		Vice Chair		✓
Leslie A. Murphy *		Chair		Vice Chair
Takao Wada
Number of Meetings Held in Fiscal Year 2018		5		5		4
* Independent Director

Directors are expected to attend the Annual Meeting of the Shareholders, all Board meetings, and all meetings of the committees on which they individually serve. The Board held seven meetings during 2018. Eight of the nine Directors then in office attended the 2018 Annual Meeting of Shareholders. Director attendance averaged 92% of the aggregate number of meetings each of the Board of Directors and thethese committees on which they served during 2018. Hirotoshi Takahashi, the Deputy Vice President and Chief Operating Officer of PERSOL HOLDINGS CO., LTD. (“Persol”), who residesheld in Japan, attended fewer than 75% of the aggregate number of meetings of the Board of Directors during 2018. He did not serve on any Board committee. Mr. Takahashi will complete his service as a director as of the date of the 2019 Annual Meeting. Mr. Wada has been nominated for election as a director at the 2019 Annual Meeting as the representative of Persol. The independent Directors met in executive sessions at which only they were present at least six times during 2018.

Audit Committee

The Audit Committee is composed of G.S. Adolph, R.S. Cubbin, T.B. Larkin (Vice Chair), L.A. Murphy (Chair), and D.R. Parfet, all of whom are independent Directors. The Audit Committee held five meetings in 2018. The Audit Committee’s purpose is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company. The Audit Committee’s responsibilities are detailed in its charter and include: monitoring the integrity of the Company’s financial statements, accounting and financial reporting processes, and financial statement audits; the qualifications, independence, and performance of the Company’s independent registered public accounting firm; the qualifications and performance of the Company’s Internal Audit group; the Company’s compliance with legal and regulatory requirements; and the Company’s Enterprise Risk Management program that includes systems of disclosure controls and procedures, internal controls over financial reporting, and compliance with ethical standards adopted by the Company.

The Audit Committee approves (or ratifies fee adjustments onpre-approved services approved under authority delegated to the Chief Financial Officer (“CFO”)) all audit, audit-related, internal control-related, tax, and permittednon-auditshown below.

 

Audit Committee
Members: All Independent Leslie A. Murphy (Chair) Terrence B. Larkin Gerald S. Adolph Robert S. Cubbin Meetings in 2019: 7 The Board has unanimously determined that each member of the Audit Committee meets Nasdaq’s “financial sophistication” requirements and that Mr. Cubbin, Mr. Larkin, and Ms. Murphy each has the financial education and experience to qualify as an “Audit Committee financial expert” within the meaning of SEC regulations.		Key Responsibilities: •  Oversees and reports to the Board with respect to the quality and integrity of the Company’s financial statements, accounting, and financial reporting processes, and audits of the financial statements and internal controls over financial reporting •  Appoints, compensates, and evaluates the qualifications, independence, and performance of the independent auditor •  Oversees the performance of the internal audit function •  Oversees the Company’s Enterprise Risk Management Program •  Monitors the Company’s compliance with legal and regulatory requirements •  Reviews and approves related party transactions •  Serves as the Company’s Qualified Legal Compliance Committee

Compensation Committee
Members: All Independent Robert S. Cubbin (Chair) Leslie A. Murphy Gerald S. Adolph Jane E. Dutton Terrence B. Larkin Meetings in 2019: 6 During 2019, none of the Company’s executive officers served on the Board of Directors of any entities whose directors or officers served on the Company’s Compensation Committee. No current or past executive officers of the Company or its subsidiaries serve on the Compensation Committee.		Key Responsibilities: •  Develops the Company’s compensation philosophy •  Designs and administers the Company’s executive compensation programs and policies that are aligned with business and compensation objectives •  Determines and approves the annual compensation of the CEO, all senior officers, and Section 16 officers •  Reviews stock ownership requirements for Senior Officers and compliance with the guidelines •  Reviews and makes recommendations to the Board concerning director compensation •  Reviews and advises the Board concerning CEO and senior officer succession planning

		20

Corporate Governance

services of the independent registered public accounting firm prior to engagement. The Audit Committee also serves as the Company’s Qualified Legal Compliance Committee.

The Board has unanimously determined that each member of the Audit Committee meets the “financial sophistication” requirements under current Nasdaq Global Market listing standards and that R.S. Cubbin, T.B. Larkin, L.A. Murphy and D.R. Parfet each have the financial education and experience to qualify as an “Audit Committee financial expert” within the meaning of SEC regulations.

Compensation Committee

The Compensation Committee’s current members are G.S. Adolph, R.S. Cubbin (Chair), J.E. Dutton, T.B. Larkin, L.A. Murphy (Vice Chair), and D.R. Parfet, all of whom are independent Directors. The Compensation Committee is charged with developing the Company’s compensation philosophy and establishing and monitoring compensation programs for all employees. The Compensation Committee held five meetings in 2018.

The Compensation Committee determines the compensation of the CEO and, taking into account the CEO’s recommendations, determines the compensation for all Senior Officers, which includes officers as defined in Section 16a- 1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”). The Compensation Committee is responsible for the administration of base salaries, short-term incentive awards under the Company’s Short-Term Incentive Plan (“STIP”), and long-term incentive awards under the Company’s Equity Incentive Plan (“EIP”) for Senior Officers. Our twelve current Senior Officers, a group that includes our Executive Officers, are listed under Kelly Leadership on the Company’s website atkellyservices.com. The authority of the Compensation Committee is detailed in its charter.

To assist the Compensation Committee in making compensation recommendations for Senior Officers, the Company’s Executive Compensation group provides the Compensation Committee with historical, survey, and benchmark compensation data. The Compensation Committee also relies on the CEO and the other Executive Officers to provide performance evaluations and compensation recommendations to assist in its decisions regarding the total compensation of Senior Officers. The Compensation Committee has delegated to the CEO the authority to approve salary recommendations and incentive awards to the Company’s Officers below the Senior Officer group who are not subject to Section 16 of the Exchange Act.

The Compensation Committee has the authority to retain independent consultants. Retained consultants report directly to the Compensation Committee, which determines the consultants’ scope of work and fees. In 2018, the Compensation Committee retained Pay Governance LLC (“Pay Governance”) to provide assistance with the review of Executive and Director compensation. The Compensation Committee conducted an assessment of Pay Governance’s independence using factors established by the SEC and Nasdaq Global Market, and affirmed the independence of Pay Governance.

Compensation Committee Interlocks and Insider Participation

During 2018, none of the Company’s Executive Officers served on the Board of Directors of any entities whose

Directors or Officers served on the Company’s Compensation Committee. No current or past Executive Officers of the

Company or its subsidiaries serve on the Compensation Committee.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee, whose current members are C.M. Adderley (Vice Chair), G.S. Adolph, R.S. Cubbin, J.E. Dutton (Chair), and D.R. Parfet, held four meetings during 2018. The Corporate Governance and Nominating Committee’s responsibilities include: assisting the Board of Directors in identifying individuals qualified to become Directors; recommending to the Board the nominees for the next Annual Meeting of Shareholders or to otherwise fill vacancies and newly created directorships; overseeing the composition, organization, and governance of the Board and its committees; overseeing an annual evaluation of Board and committee effectiveness; developing and overseeing compliance with the Board’s Corporate Governance Principles; and advising and making recommendations to the Board with respect to corporate governance matters.

Corporate Governance and Nominating Committee
Members: Majority Independent* Jane E. Dutton (Chair) Carol M. Adderley Gerald S. Adolph Robert S. Cubbin Meetings in 2019: 4 *  The Committee will become fully independent following the Annual Meeting.		Key Responsibilities: •  Identifies and recommends to the Board, nominees to serve on the Board •  Monitors the independence of directors of the Board and Board Committees •  Oversees the Board and Board Committees annual evaluation process •  Develops and oversees compliance with the Company’s Corporate Governance Principles •  Reviews and makes recommendations to the Board with respect to corporate governance matters generally •  Reviews and reports to the Board concerning the development of the Company’s Corporate Sustainability Strategy

Risk Governance and Oversight

While management is responsible for managing risk, one of the Board’simportant functions of the Board and its committees’ important functionscommittees is oversight responsibilities forof risk management. This includes consideration of strategic issues and risks to the Company as well as management’s actions to address and mitigate those risks. Risk is inherent in business, and the Board’s oversight, assessment, and decisions regarding risks occur in conjunction with the other activities of the Board and its committees.

Risk Governance and Oversight Responsibilities

Board of Directors

Corporate Governance

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                         Corporate Governance

Management

Corporate Governance

Management assesses and manages critical risks, including the execution of the Company’s Enterprise Risk Management (“ERM”) program. The Company’s risk-related departments and functions are under the direction of the Vice President and Chief Risk, Compliance, and Privacy Officer (“Chief Risk Officer”). With respect to the risk assessment of the Company’s compensation programs, management is responsible for the framework and approach as outlined below under, “Risk Assessment of Compensation Programs.”

Enterprise Risk Management (“ERM”) Program

The Company’s ERM program serves as the primary means of identifying and managing the Company’s key risks. The Company’s ERM team has, among other activities, performed assessments of risks to the Company, participated in the development and execution of mitigation programs for critical risks, facilitated the establishment of a corporate risk appetite and tolerance statement, inclusive of an oversight and monitoring mechanism, established a privacy governance function, and assisted in the integration of risk concepts within the Company’s strategic planning process.

The ERM team reports its findings to the Audit Committee on a quarterly basis, providing both written reports and periodicin-person presentations. Its current activities remain focused on mitigation and oversight of specific risk exposures, analysis of the breadth and effectiveness of existing risk management practices, and maturation of measurement and monitoring practices concerning high-priority strategic and operational risks. Current areas of particular emphasis include cyber security, data privacy, wage-hour risk management, and improvements to the Company’s compliance governance and incident reporting practices. The Company’s Information Technology and Internal Audit groups provide regular quarterly updates to the Audit Committee with respect to the Company’s proactive approach to cyber security. Controls are reviewed for operational effectiveness and to provide reasonable assurance that: business risk is managed and assets are safeguarded; security of information, processing infrastructure, and applications are maintained; and all risks are mitigated to the extent practicable.

In addition to the reports submitted quarterly by the Company’s Chief Risk Officer, the Vice President of Internal Audit independently assesses the Company’s risk management process and separately reports on the effectiveness of the Company’s risk identification, prioritization, and mitigation processes to the Audit Committee.

		22

                         Corporate Governance

Risk Assessment of Employee Compensation Programs

Annually, at its February meeting, the Compensation Committee reviews management’s Compensation Program Risk Assessment Report. The report is prepared by the Company’s Executive Compensation and Human Resources groups in collaboration withand is reviewed by the Company’s Internal Audit Department.Chief Risk Officer. The Company’s Executive Compensation Program Risk Assessment Framework is reviewed and updated as needed to ensure a robust and comprehensive assessment process. In addition, the ConsultantBoard’s independent compensation consultant reviewed the assessment prepared for the executive compensation section of the report.

The Company’s Executive Compensation Program Risk Assessment

Framework takes into consideration the following guiding factors:

To assess the risk of employee compensation programs below the executive level, the Company’s Human Resources group has implemented a Governance Committee to review and approve plan design and address any significant issues that arise. The Governance Committee utilizes its Global Incentive Plan Design and Risk Mitigation Framework to consider links to strategy and any risks associated with the design of each incentive plan. The risks associated with each of the following elements of the design and implementation of an incentive plan are considered, as well as the steps in place to mitigate risk and ensure alignment with the Company’s strategic plan:

Corporate Governance

After due consideration of management’s 20182019 Compensation Program Risk Assessment Report, the Compensation Committee concluded that the Company’s compensation programs do not create a reasonable likelihood of a material adverse effect on the Company.

		23

                         Corporate Governance

Director Attendance

Directors are expected to attend the Annual Meeting of the Stockholders, all Board meetings, and all meetings of the committees on which they individually serve. The Board held nine meetings during 2019. All directors then in office attended the 2019 Annual Meeting of Stockholders. Director attendance averaged 96% of the aggregate number of meetings of the Board of Directors and the committees on which they served during 2019. Mr. Wada’s attendance averaged 86% of the aggregate number of meeting of the Board of Directors on which he served during 2019. The independent directors met in executive sessions at which only they were present at least six times during 2019.

Size of the Board

Under the Company’s Amended and Restated Bylaws (the “Bylaws”), the number of directors constituting the Board may be fixed by the Board within the range of five to eleven directors. The size of the Board should not exceed a number that, as determined by the Board, will permit it to function efficiently in discharging its duties.

Director Tenure

The Board does not have term or age limits. The Board believes that the perceived value of such limits is outweighed by the contributions of directors who have been able to develop, over a period of time, increasing insight into the Company’s operations and strategic direction and, therefore, provide an increasing contribution to the effectiveness of the Board as a whole.

Director Service on Outside Public Company Boards

While there is no specified limit on the number of other public company boards on which a director may serve, the number of board memberships is a consideration, along with any other time commitments a director or nominee may have, in determining his or her ability to serve effectively. Directors must be willing and able to devote sufficient time to carrying out their duties and responsibilities effectively and have an intention to serve an appropriate length of time in order to make a meaningful contribution to the Board and the Company. A director should engage in discussion with the Chair of the Corporate Governance and Nominating Committee prior to accepting an invitation to serve on an additional public company board or accepting an invitation to chair a committee of a public company board on which he or she currently serves.

Director Orientation and Continuing Education

Management, working with the Corporate Governance and Nominating Committee, provides an orientation program for new directors. The program addresses the Company’s business, history, vision, strategic direction, competitive landscape, core values, ethics, corporate governance practices, financial matters, key policies, and senior leadership. The program is conducted by means of, as appropriate, written materials, briefings by the senior management, and visits to Company facilities. Directors are also encouraged to participate in continuing director education programs that include presentations on business, financial, accounting, legal, and other subjects relevant to the Company’s business. Reasonable costs and expenses incurred for continuing education are reimbursed by the Company.

Board and Committee Evaluation

Annually, theThe Corporate Governance and Nominating Committee organizes and oversees the Board’s and Committees’an annual evaluation processes and reports results to the Board. The Board and each Committee conduct an evaluation of their respective performance through the use of a questionnaire, sharing of a summary of results and subsequent discussions, the purpose of which is to increase the effectiveness of the committees and the Board as a whole. The process includes an assessment ofby the Board and each Committee’s effectiveness and independence, access to and reviewits committees of information from management, responsiveness to shareholder concerns, maintenance of standards of business conduct and ethics, and relationship with management.their performance. The evaluation is intended to facilitate an examination and discussion by the entire Board and each Committee of its effectiveness as a group in fulfilling its charter requirements and other responsibilities. Some ofresponsibilities, its performance as measured against the Company’s Corporate Governance Principles, and areas reviewed as part offor improvement. From time to time the evaluation include: Director obligations, roles and responsibilities, Board member qualifications, Committee member qualifications, Board structure, Committee structure, corporate governance, organization performance, culture and ethics, and educational opportunities. The Company’s Corporate Secretary aggregates and summarizes the Directors’ responses to the questionnaires, highlighting comments. Responses are not attributed to specific Board members in order to promote candor. Summaries of the questionnaire responses are shared with Board members to inform their review and discussions. With the goal of encouraging continuous improvement, in 2018 a tool was provided and time was set aside during each committee’s executive session to facilitate discussion and actionable feedback about potential opportunities to improve performance. Past evaluations have resulted in the Committee revising its criteria for Director candidates, extending the length of various meetings to ensure sufficient discussion time, holding more frequent executive sessions, discussion of potential future Committee participation, establishment of the roles of Committee Vice Chairs, and Committee Chair succession.may also include individual director assessments.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics (the “Code of Conduct”) that applies to all Directors, Officers,directors, officers, and employees to help them recognize and deal with ethical issues, deter wrongdoing, provide mechanisms to report dishonest or unethicalany concerns, promote honest and ethical conduct, provide full, fair and timely disclosure, comply with applicable law and regulations, and help foster a culture of honesty and accountability. The Code of Conduct addresses conflicts of interest; anti-bribery/anti-corruption; insider trading; corporate opportunities; confidentiality and privacy; external communications; protection and proper use of assets; fair dealing; contract management; acceptable behavior in the workplace; corporate sustainability; compliance with laws, rules and regulations; Company policies; risk tolerance; anti-human trafficking;trafficking and slavery; seeking advice and reporting dishonest or unethical behavior; andconcerns; outside activities; political contributions; public company reporting requirements.requirements; and other policies. The Code of Conduct includes an enforcement mechanism.

The full text of the Code of Conduct is posted on the Company’s website atkellyservices.com. This information is available in print to any shareholderstockholder who requests it from the Company’s Investor Relations Department.department. The Company will disclose future amendments to the Code of Conduct for its Directorsdirectors and Executive Officersexecutive officers on its website or by filing a current report on Form8-K within four business days following the date of amendment, or such earlier period as may be prescribed by Nasdaq or the SEC.

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                         Corporate Governance

Related Person Transactions and Certain Relationships

Pursuant to the Company’s Code of Conduct, any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company must be disclosed immediately to the Vice President of Internal Audit or to the General Counsel. In addition, Directorsdirectors and Executive Officersexecutive officers are required to complete an annual questionnaire that solicits information regarding any transactions or relationships between themselves or their immediate family members and the Company of the types described in Item 404(a) of SEC RegulationS-K (“Related Party Transactions”). Directors and Executive Officersexecutive officers must seek a determination and obtain prior authorization or approval of any potential conflict of interest (including any Related Party Transaction) from the independent Audit Committee. The Audit Committee, pursuant to its charter, is tasked, among other things, with the responsibility to review Related Party Transactions and other conflicts of interest involving Directorsdirectors and Executiveexecutive and Senior Officers.senior officers. The Company maintains a formal written policy addressing the reporting, review, and approval or ratification of transactions with related persons.

Corporate Governance

During 2018, Mr. Adderley, the former Chairman of our Board of Directors and controlling shareholder, received compensation from the Company, as described below under “Director Compensation,” which was approved by the independent Compensation Committee. Mr. Takahashi,Wada, a Directordirector of the Company whose term expires prior toas of the date of the Company’s 20192020 Annual Meeting, served as the designated representative of Persol, which owns 4.4% of the Company’s Class A Common Stock, and with which the Company has a strategic alliance, as described in the Company’s Annual Report on Form10-K for the periodfiscal year ended December 30, 2018.29, 2019. Mr. TakahashiWada received no compensation for his service as a Director.

Corporate Sustainability

Since our founding in 1946, Kelly has embodied the true spirit of corporate sustainability, and we are committed to the highest standards of corporate citizenship. Our culture and values are rooted in service, integrity, and taking personal responsibility for our actions, outcomes, and reputation. As a leading global workforce solutions provider, we connect people with employment opportunities and make a difference in the communities in which we live and work. Given the worldwide span of our workers, clients, suppliers, and partners, we recognize the global reach of our business practices and our public accountability.

Beginning in 2017, Kelly has embarked on a transformation of its social responsibility program and proposed a Corporate Sustainability strategy, focused on six pillars of development.director.

Corporate Sustainability Program
Employees and People		We take seriously our responsibilities to protect, support, and prepare workers for successful careers, and to advocate on their behalf.
Ethics25		Kelly is committed to doing the right thing, conducting ourselves in a legal, ethical, and trustworthy manner, upholding our regulatory obligations, and complying with both the letter and spirit of our business policies.
Engagement		Kelly partners with organizations in the communities where we live and work to improve lives and society as a whole – by engaging in activities such as community service, social investment and support for small, minority-owned, and women-owned businesses as well as disadvantaged business enterprises.
Occupational Health, Safety, and Environment		Kelly recognizes a shared responsibility to protect our planet. We strive to have zero accidents and occupational hazards, and our intention is to create and maintain environments with safe working conditions.
Supply Chain and Customer Relations		By being part of the value chain of thousands of companies worldwide, Kelly recognizes the importance of promoting and replicating our corporate values in our supply chain. Therefore, we value our customer and supplier relationships and work towards building strong relationships and advocates for life.
Communication, Evaluation, and Reporting		Kelly, in its interest to be accountable and responsible for its actions and reputation, is committed to continual communications with its interest groups. In 2018, Kelly adopted GRI Standards methodology for progress reporting on sustainability performance.

We believe Kelly has a responsibility to do the right thing and we welcome the opportunity to make a difference. For more information, visit our website,www.kellyservices.com, to read more about our corporate sustainability strategy.

Director Compensation

DIRECTOR COMPENSATION

Our approach to director compensation is to appropriately compensate ournon-employee Directorsdirectors for the time, expertise, and effort required to serve as a director of a large, complex global company and to align the interests of directors with those of shareholders.stockholders. Compensation levels for ournon-employee Directorsdirectors are periodically reviewed for market competitiveness. Compensation payments are made after thenon-employee Directorsdirectors are elected by shareholdersstockholders at the annual meeting.Annual Meeting.Non-employee Directorsdirectors who begin their Board or committee chair service other than at the annual meeting of shareholdersAnnual Meeting receive a prorated amount of annual compensation.

Director Compensation Design

InThe Compensation Committee typically reviewsnon-employee director compensation in alternating years.In 2018, the Compensation Committee engaged its independent compensation consultant, Pay Governance, to evaluate itsnon-employee Director compensation, which was last increased in 2017. Prior to the 2017 increase, Director compensation had remained constant since 2012, preceded by three years of reduced compensation due to economic and business conditions. At the time of the 2017 increase, a conservative adjustment was made with agreement from the Committee to review again in 2018.director compensation. Pay Governance conducted a comprehensive review of the most recent proxy filings of the Company’s peer group and general industry to assess the competitiveness of the Company’snon-employee Directordirector compensation. The Committee determined that basedBased on the results of the market analysis,review, the Committee approved an increase in the value of the equity portion of the annual retainer of $30,000, from $80,000 to $110,000, was warranted.in 2018. No other changes were made tonon-employee director compensation in 2019. The compensation of ournon-employee directors will next be reviewed in 2020, with the cash portionassistance of the annual base retainer or the additional retainers (for Lead Director and Committee Chairs).Pay Governance. The following table illustrates our 20182019non-employee Directordirector compensation:

										Board Leadership Positions - Additional Retainer
										(Lead Director and Committee Chairs)
																						Corporate
																						Governance
						Chairman																&
						of the				Lead				Audit				Compensation				Nominating
Annual Base Retainer						Board				Director				Committee				Committee				Committee
Cash		$	100,000			$	150,000			$	20,000			$	20,000			$	15,000			$	10,000
Equity (Kelly Class A Stock)		$	110,000			$	165,000				—				—				—				—
TOTAL		$	210,000			$	315,000			$	20,000			$	20,000			$	15,000			$	10,000

As noted above, the increase in the equity portion of the annual base retainer resulted in the total annual base retainer fornon-employee Directors (other than Mr. Takahashi, who received no compensation for his service as a Director) increasing from $180,000 to $210,000. The additional retainers associated with Board leadership positions were $40,000 for the Lead Director, $20,000 for the Chair of the Audit Committee, $15,000 for the Chair of the Compensation Committee and $10,000 for the Chair of the Corporate Governance and Nominating Committee. The Committee believes the annual base retainer and additional Board leadership retainers to be at market competitive levels.

		Annual Base Retainer								Board Leadership Positions - Additional Retainer (Committee Chairs)
		Non-Employee Directors				Chairman of the Board				Audit Committee				Compensation Committee				Corporate Governance & Nominating Committee
Cash		$	100,000			$	150,000			$	20,000			$	15,000			$	10,000
Equity (Kelly Class A Stock - $ Value)		$	110,000			$	165,000				—				—				—
TOTAL		$	210,000			$	315,000			$	20,000			$	15,000			$	10,000

Under the Company’s amended and restated Equity Incentive Plan (“EIP”), the Board of Directors is required to periodically determine the percentage of the base retainer that will be issued tonon-employee Directorsdirectors in shares of Class A common stock.Common Stock. The Compensation Committee and Board of Directors have approved fixing the portion of the annual base retainer that is paid in cash at $100,000, and the portion paid in equity at $110,000.

Chairman$110,000 (cash portion of the Board Transition

Prior to the retirement$150,000 and equity portion of Terence E. Adderley as Chairman of the Board in September 2018, the office of the Chairman was anon-officer employee position. Effective May 2018, annual compensation$160,000 for the role of Chairman of the Board was established at 150% of the annual base retainer payable tonon-employee directors, inclusive of the cost ofbenefits-in-kind provided to Mr. Adderley as disclosed in footnote (3) below, with the remaining amount payable to him in cash. During the period prior to his retirement, the Company also furnished administrative staff support to Mr. Adderley related to his duties as Chairman of the Board.

Following Mr. Adderley’s retirement in September 2018, Donald R. Parfet, who was then serving as independent Lead Director, was elected as the Chairman of the Board. Upon Mr. Parfet’s election, the office of the Chairman of the Board became anon-employee Director position. Mr. Parfet’s director compensation waspro-rated during 2018 to reflect his change in Board leadership positions in September 2018, taking into consideration the initial portion of the year he served as Lead Director and the balance of the year during which he served as Chairman of the Board. Mr. Parfet’s total director compensation for 2018 was $292,000.

Director Compensation

Board).

Stock Ownership Requirements

Following a review of current market practices, the Committee approved updated stock ownership requirements fornon-employee Directors in 2018.Non-employee Directorsdirectors are subject to a stock ownership requirement that is a minimum fair market value of four times the value of the cash portion of the annual retainer (which currently equates to $400,000).

Non-Employee Directors Deferred Compensation Plan

The Company has established theNon-Employee Directors Deferred Compensation Plan (“DDCP”), which providesnon-employee Directorsdirectors with the opportunity to defer all or a portion of all fees payable to them, pursuant to a valid deferral election. The DDCP is anon-qualified plan that allows for the deferral of all or a portion of annual cash payments to a notional account with investment fund choices that mirror those provided to participants in the Company’s Management Retirement Plan (“MRP”). In addition to those fund choices the Plan also includes the option to defer annual cash payments into Company common stock units.Non-employee Directorsdirectors may also elect to defer all or a portion of their annual stock retainer into Company common stock units. Participants may elect to receive distributions from their DDCP account at the time they cease to be a Directordirector of the Company or at a future date that is between one and ten years following the date they cease to be a Directordirector of the Company.Non-employee Directorsdirectors can elect to have distributions from the DDCP made in either a lump sum or in annual installment payments made over atwo-to-ten-year period.

The following table sets forth the compensation paid during 20182019 to the Directors other thanCompany’snon-employee directors. Mr. Corona, who receivesQuigley received no compensation for his services as a Directordirector in 2019, for the period of time he served as our President and whoseChief Executive Officer. Mr. Quigley’s compensation as our President and Chief Executive Officer is disclosed in the Compensation Discussion & Analysis section of this Proxy Statement.

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                         Director Compensation

20182019 Director Compensation