UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 31, 2023
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Kforce Inc.
Exact name of registrant as specified in its charter
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| | | | | | | | | | | | | | |
| Florida | | 000-26058 | | 59-3264661 |
| State or other jurisdiction of incorporation | | Commission File Number | | IRS Employer Identification No. |
1150 Assembly Drive, Suite 500, Tampa, Florida 33607
Address of principal executive offices Zip Code
Registrant’s telephone number, including area code: (813) 552-5000
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Securities registered pursuant to Section 12(b) of the Act: | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 per share | KFRC | NASDAQ |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02 Results of Operations and Financial Condition.
On July 31, 2023, Kforce Inc. (the "Firm") issued a press release regarding its earnings for the second quarter ended June 30, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Report and is incorporated into this Report by reference.
The information furnished herewith pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Form 8-K and in the accompanying exhibit shall not be incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission by Kforce Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
On December 6, 2021, we announced David L. Dunkel’s retirement, and Joseph J. Liberatore’s appointment as the Chief Executive Officer of the Firm. At that time, Mr. Dunkel entered into a multi-year part-time employment agreement to provide support, on a limited basis, to the Firm in a non-executive employee role, in addition to continuing his role as Chairman of the Firm’s Board of Directors (the “Board”). Mr. Dunkel and the Board determined that due to the success of the transition and the confidence they have in the Firm’s executive management team that they were comfortable accelerating his transition to a role solely as Board Chairman. As a result, Mr. Dunkel’s last day of employment with the Firm under his part-time employment agreement was July 31, 2023.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibit is furnished herewith: | | | | | | | | |
Exhibit Number | | Description |
| |
| | Press Release of Kforce Inc. dated July 31, 2023. |
| 101 | | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | KFORCE INC. |
| | (Registrant) |
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| Date: | July 31, 2023 | By: | /s/ DAVID M. KELLY |
| | | David M. Kelly, |
| | | Executive Vice President and Chief Financial Officer |
| | | (Principal Financial Officer) |
| | |
| | KFORCE INC. |
| | (Registrant) |
| | | |
| Date: | July 31, 2023 | By: | /s/ JEFFREY B. HACKMAN |
| | | Jeffrey B. Hackman, |
| | | Senior Vice President, Finance and Accounting |
| | | (Principal Accounting Officer) |
