UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

the Securities Exchange Act of 1934

(Amendment (Amendment No. )

Filed by the Registrant ¨☒

Filed by a partyParty other than the Registrant    ¨☐

Check the appropriate box:

KELLY SERVICES, INC.Kelly Services, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

2016 PROXY STATEMENT

Notice of 2016 Annual Meeting of

Stockholders and Proxy Statement

May 11, 2016

Kelly Services Corporate Headquaters 999 West Big Beaver Road Troy, MI 48084-4716

April 11, 20169, 2018

To Our Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of Kelly Services, Inc., which will be held at 11:00 a.m., Eastern Daylight Time, on Wednesday, May 11, 2016,9, 2018, in the Auditorium located on the first floor of our headquarters building at 999 West Big Beaver Road, Troy, Michigan 48084-4716.

Matters scheduled for considerationAs explained in the enclosed Proxy Statement, at this Meeting areyear’s meeting you will be asked to vote on the election of Directors, ana non-binding advisory vote on executive compensation, the amendment and restatement of the Company’s Certificate of Incorporation, an amendment to the Company’s amended and restated Bylaws, and the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2016.2018.

Whether you plan to attend or not, please date, sign and return the proxy card in the accompanying envelope. 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.Your vote is important to us. If you do attendus. You may, of course, withdraw your proxy and change your vote prior to or at the Annual Meeting and desire to voteby following the steps described in person, you may do so even though you have previously submitted your proxy.the Proxy Statement.

We appreciate the strong support of our stockholders over the years and look forward to seeing you at the Meeting.meeting.

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

Internet – Scan QR Code – Telephone – Mail

		2

KELLY SERVICES, INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders of

Kelly Services, Inc.:

Notice is hereby given that the Annual Meeting of StockholdersWe are pleased to invite you to join our Board, senior leadership and other associates of Kelly Services, Inc., a Delaware corporation (the “Company”), willfor the Annual Meeting of Stockholders, to be held at the offices of the Company, 999 West Big Beaver Road, Troy, Michigan 48084-4716, on Wednesday, May 11, 20169, 2018 at 11:00 a.m., Eastern Daylight Time, forTime. The purposes of the following purposes:Annual Meeting are:

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTEFOR EACH DIRECTOR NOMINEE AS SET FORTH IN PROPOSAL 1,FOR THE APPROVAL OF THE COMPANY’S EXECUTIVE COMPENSATION AS SET FORTH IN PROPOSAL 2,FOR THE APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION AS SET FORTH IN PROPOSAL 3,FOR THE APPROVAL OF AN AMENDMENT TO THE COMPANY’S AMENDED AND RESTATED BYLAWS AS SET FORTH IN PROPOSAL 4, ANDFOR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM AS SET FORTH IN PROPOSAL 3.5.

Only holders of record of the Company’s Class B common stock at the close of business on the Record Date, March 21, 201619, 2018, are entitled to notice of and to vote at the Meeting.

To ensure a quorum, it is important thatPlease vote your proxy be mailed promptly inshares by Internet, telephone, or by mail using the enclosed envelope, which requires no postage. We encourage you to vote promptly.

Table of Contents		3

Table of Contents

2017 Base Salary Decisions			34
Executive Compensation Philosophy, Objectives, and Design			34
Pay for Performance Framework			34

		4

		5

Tax Fees			66
All Other Fees			66
Report of the Audit Committee			67
Questions and Answers About the Proxy Statement and the Annual Meeting			68
Annex A			70

Audit Fees			58
Audit Related Fees 6			58
Tax Fees			58
All Other Fees			58
Pre-Approval Policy			58
Report of the Audit Committee			59

Proxy Summary

PROXY SUMMARY

We provide below highlights of certain information in this Proxy Statement. As it is only a summary, please refer to the complete Proxy Statement and Kelly’s 20152017 Annual Report before you vote.

2018 ANNUAL MEETING OF STOCKHOLDERS

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

		Internet at www.envisionreports.com/kelyb
		QR code -
Internet at		Scan and vote		Calling 1-800-652-VOTE (8683)		Mail -
www.envisionreports.com/kelyb		with your mobile device		Calling1-800-652-VOTE (8683) within the U.S., U.S. territories &		Return the signed
		device		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 10, 2016.8, 2018. 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.Even if you plan to attend our Annual Meeting in person, please cast your vote as soon as possible.

7

		7

Proxy Summary

8

		8

Proxy Summary

9

		9

Proxy Summary

CORPORATE GOVERNANCE HIGHLIGHTS

The Company is committed to good corporate governance, which we believe is important to the success of our business and in advancing shareholderstockholder interests. Our corporate governance practices are described in greater detail in the Corporate Governance section. Highlights include:

 

annual election of all Directors

expansion of Board to add an additional independent Director in 2018

6 out of 10 Board members are independent

independent Lead Director

experienced, diverse Board membership

executive sessions of independent Directors held in connection with every regular Board meeting

average Board attendance of 92% during 2017

independent Audit and Compensation Committees, and a majority-independent Corporate Governance and Nominating Committee

strong Board and Audit Committee leadership in the oversight of enterprise risk management

annual review of committee charters, Corporate Governance Principles, and Code of Business Conduct and Ethics to maintain effective oversight and governance practices

annual Board and Committee self-evaluations

oversight of the development and assessment of Executive Officers and key senior management

CEO and Executive Officer succession plans overseen by the Board and Compensation Committee

long-standing commitment to sustainability and corporate social responsibility

policy prohibiting short sales, hedging, pledging, and margin accounts

Committees may engage independent advisors at their sole discretion

	●
		annual election for all Directors

●10

8 out of 11 Board members are independent

●

independent Lead Director

●

experienced, diverse Board membership

●

frequent executive sessions of independent Directors

●

average Board attendance of 96% during 2015

●

independent Audit and Compensation Committees

●

strong Board and Committee leadership in the oversight of enterprise risk

●

annual Board, Committee, and Director nominee self-evaluations

●

long-standing commitment toward sustainability

●

policy prohibiting short sales, hedging, pledging, and margin accounts

●

may engage independent advisors at their sole discretion

---

Proxy Summary

10

		Americas Staffing is local/branch-delivered staffing business in the U.S., Puerto Rico, Canada, Mexico, and Brazil.
		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.
		International Staffing includes Kelly’s EMEA staffing business.

FINANCIAL MEASURES

The constant currency (“CC”) change amounts refer to the year-over-year percentage changes resulting from translating 2017 financial data into U.S. dollars using the same foreign currency exchange rates used to translate financial data for 2016. We believe that CC measurements are a useful measure, indicating the actual trends of our operations without distortion due to currency fluctuations. We use CC results when analyzing the performance of our segments and measuring our results against those of our competitors. Additionally, substantially all of our foreign subsidiaries derive revenues and incur cost of services and selling, general and administrative expenses within a single country and currency which, as a result, provides a natural hedge against currency risks in connection with their normal business operations.

CC measures are non-GAAP (Generally Accepted Accounting Principles) measures and are used to supplement measures in accordance with GAAP. Our non-GAAP measures may be calculated differently from those provided by other companies, limiting their usefulness for comparison purposes. Non-GAAP measures should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

Return on sales (earnings from operations divided by revenue from services) and conversion rate (earnings from operations divided by gross profit) are ratios used to measure the Company’s operating efficiency.

		11

Proxy Summary

11

What We Do☑		What We Don’t Do☒
•  Align pay with performance through the use of balanced performance measures across strategic business objectives in both short- and long-term incentives for Executive Officers •  Align executive compensation with stockholder returns through performance-based equity incentive awards •  Annual review of performance measures and goals for our annual and long-term incentive plans by the independent Compensation Committee to ensure we use diversified measures with challenging, but attainable targets •  Require the achievement of a minimum acceptable level of financial performance in order for any payment to be made pursuant to the Short-Term Incentive Plan (“STIP”) •  Include caps on individual incentive payouts in incentive plans •  Require stock ownership and retention of a portion of equity-based awards by Senior Officers •  Hold an annual “say-on-pay” stockholder advisory vote on executive compensation •  Retain an independent executive compensation consultant to the Compensation Committee of the Board of Directors •  Regular review of executive compensation governance market practices, particularly when considering the adoption of new practices or changes in existing programs or policies •  Conduct annual assessments of any potential risks in our incentive compensation programs and policies and related internal controls •  Annually review share utilization, burn rate and dilution levels resulting from our compensation practices with the Compensation Committee •  Maintain an insider trading policy that requires Directors, Executive Officers, and other designated Officers of the Company to contact our Corporate Secretary prior to sales or purchases of common stock •  Maintain a double-trigger for the accelerated vesting provisions under the Equity Incentive Plan (EIP) and the Senior Executive Severance Plan. •  Condition severance benefits for Executive Officers on compliance with restrictive covenants		•  Provide employment agreements for Executive Officers •  Guarantee bonus arrangements with our Executive Officers •  Allow Directors or Executive Officers to engage in hedging or pledging of Company securities •  Allow the repricing or backdating of equity awards •  Beginning with 2017 grants to Executive Officers, pay dividend equivalents on unvested restricted stock units until performance hurdle has been achieved and vesting period has been completed •  Pay dividends on performance share awards •  Provide excise tax gross-ups upon change-in-control •  Grant incentive awards to Executive Officers that are not subject to the Company’s Incentive Compensation Recovery (“Clawback”) Policy •  Accrue additional retirement benefits under any supplemental executive retirement plans (“SERPs”) •  Provide excessive perquisites

KELLY SERVICES, INC.

999 West Big Beaver Road

Troy, Michigan 48084-4716

April 11, 2016

PROXY STATEMENT - 2016 ANNUAL MEETING OF STOCKHOLDERS

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the “Board”) of Kelly Services, Inc. (the “Company”) for use at the Annual Meeting of Stockholders of the Company to be held at its corporate offices in Troy, Michigan on May 11, 2016 for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. The approximate date on which this Proxy Statement and enclosed form of proxy are first being sent to stockholders of the Company is April 11, 2016. If the enclosed form of proxy is executed and returned by the stockholder, it may nevertheless be revoked by the person giving it by written notice of revocation to the Corporate Secretary of the Company, by submitting a later dated proxy or by appearing in person at the Annual Meeting any time prior to the exercise of the powers conferred thereby.

If a proxy in the accompanying form is properly executed, returned to the Company and not revoked, the shares represented by the proxy will be voted in accordance with the instructions set forth thereon. If no instructions are given with respect to the matters to be acted upon, the shares represented by the proxy will be voted in accordance with the recommendation of the Company’s Board of Directors on each of the proposals set forth in the accompanying Notice of Annual Meeting of Stockholders and on any other matters that properly come before the Annual Meeting in such manner as may be determined by the individuals named as proxies.

Only stockholders of record of our Class B common stock, par value $1.00 per share, at the close of business on March 21, 2016, the record date for the Annual Meeting, are entitled to notice of and to vote at the Annual Meeting. Class B common stock is the only class of the Company’s securities with voting rights.

At the close of business on March 21, 2016, the number of issued and outstanding voting securities (exclusive of treasury shares) was 3,437,643 shares of the Class B common stock. Class B stockholders on the record date will be entitled to one vote for each share held of record.

Pursuant to the Company’s By-laws, the holders of 60% of the issued and outstanding shares of Class B common stock who are entitled to vote at a stockholders’ meeting, in person or represented by proxy, will constitute a quorum. Shares that are present and entitled to vote on any of the proposals to be considered at the Annual Meeting will be considered to be present at the Annual Meeting for purposes of establishing the presence or absence of a quorum for the transaction of business.

A “broker non-vote” occurs if a broker or other nominee indicates on the enclosed proxy that it does not have discretionary authority as to certain shares to vote on a particular proposal, but otherwise has authority to vote at the Annual Meeting. Abstentions and shares subject to broker non-votes will be considered as present for purposes of determining the presence or absence of a quorum at the Annual Meeting.

Under the Company’s Restated Certificate of Incorporation, Directors are elected by plurality vote and the eleven nominees who receive the greatest number of votes at the Annual Meeting will be elected. Withheld votes and broker non-votes will not be taken into account for purposes of determining the outcome of the election of Directors.

The affirmative vote of a majority of the shares present in person or by proxy at the Annual Meeting and entitled to vote on such proposal will be required to approve each of the other proposals to be considered at the Annual Meeting. Abstentions will have the effect of negative votes with respect to these proposals. Broker non-votes will not be taken into account for purposes of these proposals.

This solicitation of proxies is made on behalf of the Board of the Company. The cost of soliciting proxies will be borne by the Company. The solicitation of proxies will be made primarily by mail. The Company may also make arrangements with brokerage houses, custodians, banks, nominees, and fiduciaries to forward solicitation material to beneficial owners of stock held of record by them and to obtain authorization to execute proxies. The Company may reimburse such institutional holders for reasonable expenses incurred by them in connection therewith.

12

		12

Proposal 1: Election of Directors

Stockholder Communications

Stockholders may communicate with the Board in writing, addressed to the Board of Directors and mailed to the Corporate Secretary, Kelly Services, Inc., 999 West Big Beaver Road, Troy, Michigan 48084-4716. All written stockholder communications will be summarized and reported to the Board at its regularly scheduled meetings.

Stockholder Proposals

Proposals of stockholders intended to be included in the Proxy Statement to be prepared by the Company in connection with the Company’s 2017 Annual Meeting of Stockholders must be received by the Corporate Secretary, Kelly Services, Inc., 999 West Big Beaver Road, Troy, Michigan 48084-4716, no later than December 12, 2016.

Other Matters

At the date of this Proxy Statement the Company knows of no matters, other than the matters described herein, that will be presented for consideration at the Annual Meeting. If any other matters do properly come before the Annual Meeting, all proxies signed and returned by holders of the Class B common stock, if not limited to the contrary, will be voted thereon in accordance with the best judgment of the persons voting the proxies.

A copy of the Company’s Annual Report and Annual Report on Form 10-K as of January 3, 2016, the close of the Company’s latest fiscal year, has been mailed or otherwise made available to each stockholder of record. The expense of preparing, printing, assembling, and mailing the accompanying form of proxy and the material used in the solicitation of proxies will be paid by the Company. In addition, the Company may reimburse brokers or nominees for their expenses in transmitting proxies and proxy material to principals.

It is important that the proxies be returned promptly. Therefore, stockholders are urged to execute and return the enclosed form of proxy in the enclosed postage prepaid envelope or vote via the internet, QR code scan, or telephone.

13

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. The Board has fixedAs of the date of the mailing of this Proxy Statement, the number of Directors constituting the whole Board has been fixed at eleven.ten. Directors are elected annually for one yearone-year terms. Each of the current Directors is a nominee for election at the Annual Meeting.

Director Independence and Tenure

Our Board of Directors is responsible for providing stewardship and oversightoverseeing the management of the business of the Company.

At its meeting in February 2016,On March 7, 2018, our Board affirmatively determined that Directors G.S. Adolph, R.S. Cubbin, J.E. Dutton, T.B. Larkin, C.L. Mallett, Jr., L.A. Murphy, and D.R. Parfet, H. Takahashi, and B.J. White,representing a majority of the Board, are independent as that term is defined bypursuant to the Nasdaq Global Market listing standards, and that none of them had a material relationship with the Company. Each of them is a nominee for election at the Annual Meeting.

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

Director Tenure

Years as Director

Director Qualifications, Background, and Diversity

The Corporate Governance and Nominating Committee makes recommendations to the Board of Directors regarding itsthe Board’s size and composition. The Corporate Governance and Nominating Committee annually reviews with the Board the composition of the Board as a whole and proposes nominees for election to the Board, who reflectwith 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 qualifications, skills, experience,independent and attributes thatnon-independent directors or the need for financial experts on the Audit Committee. The Committee may provideengage third parties to assist in the diversity of opinionsearch for director candidates or to assist in gathering information regarding a candidate’s background and thought appropriate to fulfill the Board’s obligations of stewardship and oversight.experience.

In evaluating Director candidates should possess the Corporate Governancefollowing competencies and Nominating Committee assesses foundation qualities, takes into account special considerations, and considers descriptive characteristics in light ofattributes: the current composition of the Board and the Company’s strategic objectives. Foundation qualities include:highest personal and professional ethics;ethics, integrity and values; reputation; a recordreputation, both personal and professional, for maturity, strength of achievement in business, academia, or areas relevantcharacter, and sound judgment; the ability to comply with the Company’s activities; independenceCode of thoughtBusiness Conduct and flexibility; financial acumen andEthics; a high level of accomplishment in his or her respective field; an understanding of the complexities of business organizations; independence;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 contribution to the Board and the Company. Special considerations include under-represented minorities including, but not limited to, gender, race or ethnicity; international experience; experienceIndependent 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 Chairman, Chief Executive Officer (“CEO”), orconflict of interest. The resulting Board is a diverse body in a significant role at a complex, well-run company or organization; management or other relevantterms of gender, age, race, ethnic background, and professional experience; controlling stockholder representation; experience and skill in human resource and workforce solutions; experience in a service industry; an entrepreneurial spirit; financial and accounting expertise; and/or experiencelight of the Company’s status as a Directorcontrolled company, the Board has given consideration to the representation of a complex, well-run private or public company or organization. Descriptive characteristics include age; gender; race; education; civic and community involvement; and professional accomplishments.the controlling shareholder.

14

		13

Proposal 1: Election of Directors

In 2017, the Corporate Governance and Nominating Committee of the Board initiated a search for an additional independent Director. This search, which was conducted with the assistance of an independent search firm, resulted in the Board’s selection and appointment of Mr. Gerald S. Adolph to the Company’s Board of Directors, effective March 7, 2018.

The Corporate Governance and Nominating Committee works with the Board of Directors to determine the appropriate mix of experience, qualifications, skills, and attributes that enable a Director to make significant contributions to the Company. This includesWe do 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 raceage, as we strive to maintain a Board that is strong collectively in its collective backgrounds, knowledge, and experience. The following table highlights the breadth of experience that each Director brings tois represented on the Company.Board. A particular Director may possess additionalother skills, knowledge, or experience that is notin addition to those noted below.

Director Experience

Recommended Director Nominees

Listed on the following pages are the names of the persons nominated for election as Directors of the Company, eachall of whom isare currently a DirectorDirectors of the Company, their ages, principal occupations, other public companies ofat 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.

If a nominee is unavailable for election for any reason on the date of the election of the Director (which event is not anticipated), the persons named in the enclosed form of proxy may vote for the election of a person if any, as may be designated by the Board of Directors. The DirectorDirectors 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 stock who are present in person, or represented by proxy, and entitled to vote at the Annual Meeting. Withheld votes and broker non-votes will not count towards a nominees’ achievement of plurality.

The Board of Directors is responsible for approving Director nominees based on the recommendation of the Corporate Governance and Nominating Committee.

		14

Proposal 1: Election of Directors

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

15

Director Nominees’ Bios

After a review of the individual qualifications and experience of each of our Director nominees and their contributions to our Board, the Board of Directors unanimously recommends that stockholders vote “FOR” the election of all Director nominees to serve for the one-year term ending at the Annual Meeting of Stockholders held after the close of the fiscal year ending December 30, 2018.

		Terence E. Adderley Age: 8284 Director since: 1962		Board Committees: ● •  Governance and Nominating   Principal Occupation and Directorships: ●   Executive Chairman and •  Chairman of the Board of Directors, Kelly Services, Inc. (1998 -– present)   Education: ● •  University of Michigan, MA, Business Administration ● •  University of Michigan, BA, Business Administration

		Carol M. Adderley Age: 5658 Director since: 2010		Board Committees: ● •  Governance and Nominating (Vice Chair)   Principal Occupation and Directorships: ● •  Writer and Researcher in the Humanities   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

16

		15

Proposal 1: Election of Directors

		Gerald S. Adolph Age: 64 Director since: 2018		Board Committees: •  None Principal Occupation and Directorships: •  Director and Co-Chair, NAACP Legal Defense and Education Fund (1998 – present) •  Director, Cintas Corporation (2006 – present) •  Director, Cardinal Spellman High School Board (2010 – present) •  Senior Partner and other executive positions, Booz & Co. (1981 – 2016) Education: •  Harvard Business School, MBA •  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
Gerald S. Adolph was appointed to Kelly’s Board of Directors on March 7, 2018. He brings with him over 35 years of experience in growth strategy, mergers and acquisitions, and technology-driven industry changes. He 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 of the compensation committee, and the NAACP Legal Defense and Education Fund, which he co-chairs.

		George S. Corona Age: 59 Director since: 2017		Board Committees: •  None Principal Occupation and Directorships: •  President and Chief Executive Officer, Kelly Services, Inc. (2017 – present) •  Executive Vice President and Chief Operating Officer, Kelly Services, Inc. (2009 – 2017) Education: •  Oakland University, MBA •  Wayne State University, BSBA
George S. 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.

		16

Proposal 1: Election of Directors

		Robert S. Cubbin Age 60 Director since: 2014		Board Committees:
	•			Robert S. CubbinAudit
				Age: 58 Director since: 2014•		Board Committees:Compensation (Chair)
			●   Audit•		●   CompensationGovernance and Nominating
			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 - present) ●   Director, First Merit Corporation (2013 - present) Education: ●   Detroit College of Law, JD ●   Wayne State University, BA, Psychology– 2016)

				Education:
				•		Detroit College of Law, JD
				•		Wayne State University, BA, Psychology
Robert S. Cubbin is an attorney with thirty-one years of experience in insurance law. He is currently theIn 2016 he retired as President and Chief Executive Officer of an insurance company. He serves as a Director of one publicly-held company and hisother publicly held company. His extensive expertise in legal, insurance, management, accounting, actuarial, investment, underwriting, reinsurance, and claims experience enhancesare an asset to the Board of the Company.Company’s Board.
		Jane E. Dutton Age: 65 Director since: 2004

17

Board Committees:

		17

Proposal 1: Election of Directors

Terrence B. Larkin is an attorney with thirty-onetwenty-eight years of experience in a business law practice. He is currently 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. He brings to the Board a uniquevaluable combination of complex problem solving skills and global experience, which should well serve the stockholders as the Company continues its transition to a global workforce solutions company.experience.
		Leslie A. Murphy Age: 66 Director since: 2008

18

Board Committees:

Audit (Chair)

19

		18

Proposal 1: Election of Directors

		Donald R. Parfet Age: 6365 Director since: 2004		Board Committees: ●
				•		Lead Director ●   Audit
				• ●   Compensation		Audit ●
				•		Compensation
				•		Governance and Nominating
				Principal Occupation and Directorships: ●
				•		Managing Director, of Apjohn Group, LLC (2001 -– present) ●
				•		General Partner, of Apjohn Ventures Fund (2003 -– present) ●
				•		Director, Rockwell Automation, Inc. (2008 -– present) ●
				•		Director, MASCO Corporation (2012 -– present) ●   Director, Pronai Therapeutics (2015 - present) Education: ●   University of Michigan, MBA, Finance ●   University of Arizona, BA, Economics

				•		Director, Sierra Oncology, Inc. (2015 – present)
				Education:
				•		University of Michigan, MBA, Finance
				•		University of Arizona, BA, Economics
Donald R. Parfet, bringsour Lead Director since 2012, has extensive financial and operating experiences to the Board as an executive with responsibilities for numerous global businesses. He now 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, and as the Chairman of the Board of a small publicly held company. HisHe brings to the Board global operating experience, strong financial background, and proven leadership capabilities are especially important to the Board’s consideration of product and geographic expansion.capabilities.
		Hirotoshi Takahashi Age: 48 Director since: 2015		Board Committees:
				•

None

20

19

Corporate Governance

B. Joseph White

Age: 69

Director since: 1995

Board Committees:

●   Compensation (Chair)

●   Governance and Nominating

Principal Occupation:

●   President Emeritus and the James F. Towey Professor of
Business and Leadership, University of Illinois (2009 – present)

Education:

●   University of Michigan, Ph.D., Business Administration

●   Harvard Business School, MBA, Management

●   Georgetown University, BSFS, International Economics

21

CORPORATE GOVERNANCE

Controlled Company Exemption

Under the listing standards of the Nasdaq Global Market, we are deemed a controlled company by virtue of the fact that“controlled company” because Terence E. Adderley, the Executive Chairman and Chairman of the Board of Directors, and certain trusts of which he acts as trustee or co-trustee, have voting power with respect to more than fifty percent of our outstanding voting stock. AAs such, the Company may avail itself of exemptions relating to the independence of the Board, the Compensation Committee, and the nominating process.

Although we are a controlled company, the Company’s approach to leadership is not requiredintended to haveserve the interests of all stockholders, and the Company has historically recognized the importance of having a majorityBoard composed of its Board of Directors comprised of independent Directors. Director nominees are not required to be selected or recommended for the Board’s consideration by a majority of independent Directors or a Nominating Committee comprised solelyDirectors. Despite the availability of independent Directors, nor do the Nasdaq Global Market listing standards require a controlled company to certify adoption of a formal written charter or Board resolution, as applicable, addressing the nominations process. A controlled company is also exempt from Nasdaq Global Market requirements regarding the determination of Officer compensation byexemptions, 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 GovernanceReview

In the fall of 2017, the Board formed a special committee consisting of the independent Directors or a Compensation Committee comprised solely of independent Directors. A controlled company is required to have an Audit Committee composed of at least three Directors who are independent as defined underreview and make recommendations to the rules of bothBoard about governance matters, including the Securities and Exchange Commission (“SEC”) and the Nasdaq Global Market. The Nasdaq Global Market further requires that all membersresponsibilities of the Audit Committee have the ability to readindependent Directors, Board leadership, and understand fundamental financial statements and that at least one membergovernance best practices. In March 2018, upon recommendation of the Audit Committee possesses financial sophistication. The independent Directors must also meet at least twice a year in meetings at which only they are present.

special committee, and with the support of Mr. Adderley, the Board adopted amendments to the Company’s Corporate Governance Structure

The Company’sPrinciples to, among other things, reallocate certain leadership is vested inresponsibilities from the Executive Chairman and Chairman of the Board (a position held by Mr. Adderley, the Company’s controlling stockholder) to the Lead Director and the Chief Executive Officer. Commensurate changes were made to the title and compensation of that position. Upon recommendation of the special committee, the Board also adopted Amended and Restated Bylaws effective March 7, 2018 (as disclosed in the Company’s Current Report on Form 8-K filed with the SEC on March 9, 2018), and, subject to stockholder approval, an Amended and Restated Certificate of Incorporation (Proposal 3) and a further amendment to the Bylaws to designate the Delaware Chancery Court as the exclusive forum for certain legal actions involving the Company in the event they were to arise (Proposal 4).

Board Leadership and Governance Structure

The Company’s leadership is now vested in a Chairman of the Board of Directors (the(a position held by Mr. Adderley, the Company’s controlling stockholder), a Lead Independent Director to provide independent leadership, and the Chief Executive Officer, subject to the overall authority of the Board of Directors. The Executive Chairman andBoard.

Our Chairman of the Board is a member of Directors’the Company’s founding family and has given, to date, 60 years of dedicated service to the Company, including many years as its Chief Executive Officer. In his role as Chairman of the Board, Mr. Adderley contributes his deep knowledge of the Company and the staffing industry, and champions the values that have been integral to the Company’s culture since its founding: a commitment to the people of the Company – both our employees and the workers we place throughout the world; ethical business practices; and strong corporate governance.

The Chairman of the Board’s duties include establishingconsulting with our Chief Executive Officer, reviewing the schedule of Board meetings; establishing the agendaagendas for Board meetings;meetings, presiding over meetings of the Board and, together with our Chief Executive Officer, presiding over meetings of Directors and stockholders; and leadingstockholders. As long as the Directors in the exercise of their stewardship and oversight obligations. The Executive Chairman and Chairman of the Board of Directors is also charged with facilitating communication between the Board of Directors and management, both inside and outside of meetings of the Board. As long as the Executive Chairman and Chairman of the Board of Directors is not an independent Director, as is currently the case, the independent Directors are required under the Board’sour Corporate Governance Principles to elect one of the independent Directors as Lead Director.

The Lead Director’s principal duties are to ensure the Board functions independent of management, to serve as liaison among the Chairman of the Board, the Chief Executive Officer and the independent Directors, to establish the schedule for Board meetings (in consultation with our Chairman of the Board and Chief Executive Officer), to assist in the development of and to approve the agendas for Board meetings, to approve the information sent to the Board for meetings, to preside at meetings of the Board of Directors in the absence of the Executive Chairman and Chairman of the Board, of Directors, to assist inestablish the development of theschedule and agendas for meetings of the Board,and to preside over meetings of the independent Directors in executive session and to provide feedback to the Executive Chairman and Chairman of the Board of Directors and the Chief Executive Officer on those sessions. The principal responsibilitiesexecutive sessions, to facilitate discussions among independent Directors on key issues outside Board meetings, and to be available for consultation with the Chairman of the Board and Chief Executive Officer.

The Chief Executive Officer areis responsible for managing the business and affairs of the Company, subject to develop and lead the Company’soversight of the Board. The Chief Executive Officer’s duties include leading the management team, to effectively and efficiently produce results that are in keepingrepresenting the Company externally, consulting with the strategic initiatives and corporate policies established byChairman of the Board about developments in the Company, and communicating with all Directors about key issues outside of Directors.Board meetings.

This leadership approach is intended to serve the interests of all stockholders of this controlled Company, which has historically recognized the importance of an independent majority of its Board of Directors.

		20

We comply voluntarily with the listing standards of the Nasdaq Global Market that otherwise do not apply to controlled companies, except that our

Corporate Governance and Nominating Committee is not composed entirely of independent Directors.

22

Committees of the Board

The full text of our Board’s Corporate Governance Principles and the charters of the Board’s three standing committees, which are anthe Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee, are available on the Company’s website atkellyservices.com.The following table sets forth the Board committees and the current members of each.

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 eightnine meetings during 2015. All2017. Seven of the nine Directors then in office attended the 20152017 Annual Meeting of Stockholders on May 6, 2015, with the exception of Mr. Takahashi who was named as a Director on August 1, 2015.Stockholders. Director attendance averaged ninety-sixninety-two percent of the aggregate number of meetings of the Board of Directors and the committees on which they served during 2015.2017. Only Mr. Takahashi, who resides in Japan, attended twofewer than seventy-five percent of the threeaggregate number of meetings of the Board meetings that occurred after he was named as a Director in 2015. Mr. Takahashi isof Directors. He does not a member ofserve on any committees.committee. The independent Directors are required to, and did, meetmet in meetingsexecutive sessions at which only they were present at least twiceeight times during 2015.2017 as well as met as part of the special committee at least four times during 2017.

Audit Committee

The Audit Committee is composed of R.S. Cubbin, T.B. Larkin C.L. Mallett, Jr.(Vice Chair), L.A. Murphy (Chair), and D.R. Parfet, all of whom are independent Directors. The Audit Committee held five meetings in 2015.2017. 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 which is posted on the Company’s website atkellyservices.com,and includeinclude: monitoring the integrity of the Company’s financial statements, the Company’s system of internal controls overaccounting and financial reporting processes, and financial statement audits; the qualifications, independence, and performance of the Company’s independent registered public accounting firm,firm; the qualifications and performance of the Company’s internal auditors, the Company’s risk assessment and risk management processes, andInternal Audit group; the Company’s compliance with legal and regulatory requirements.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.

		21

Corporate Governance

The Audit Committee approves (or ratifies iffee adjustments on pre-approved services approved under authority delegated to the Chief Financial Officer (“CFO”)) all audit, audit related, internal control related, tax, and permitted non-audit 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 R.S. Cubbin, T.B. Larkin, L.A. Murphy qualifiesand D.R. Parfet each have the financial education and experience to qualify as an “Audit Committee financial expert” within the meaning of SEC regulations and as such meetsmeet the “financial sophistication” requirements under current Nasdaq Global Market listing standards. Each of the other members of the Audit Committee has the requisite understanding of financial statements to serve as a member of the Audit Committee. At least one member of the Audit Committee has financial management expertise.

23

Compensation CommitteeCompensationCommittee

The Compensation Committee’s current members are R.S. Cubbin (Chair), J.E. Dutton, T.B. Larkin, L.A. Murphy (Vice Chair), and D.R. Parfet, and B.J. White (Chair), 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 six meetings in 2015.2017.

The Compensation Committee reviewsdetermines the compensation of the CEO and, approves all adjustments intaking into account the CEO’s recommendations, determines the compensation for all Senior Officers, (definedwhich includes all officers as Senior Vice President (“SVP”defined in Section 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”) and above levels) including. 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”). The for Senior Officer group includes our Executive Officers, from which the Named ExecutiveOfficers. Our thirteen current Senior Officers are derived.listed under Kelly Leadership on the Company’s website atkellyservices.com. The authority of the Compensation Committee is detailed in its charter, which is posted on the Company’s website atkellyservices.com.charter.

To assist the Compensation Committee in making compensation recommendations for Senior Officers, the Company’s Human ResourcesExecutive Compensation group provides the Compensation Committee with historical, survey, and benchmark compensation data. The Compensation Committee also relies on the CEO and the other Named 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 levelSenior Officer group who are not subject to Section 16 of SVP.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 2015,2017, the Compensation Committee retained Pay Governance LLC (the “Consultant”(“Pay Governance”) to provide assistance with the review of Executive and Director compensation. The Compensation Committee conducted an assessment of the Consultant’sPay Governance’s independence using factors established by the SEC and Nasdaq Global Market, and affirmed the independence of Pay Governance, LLC.Governance.

Compensation Committee Interlocks and Insider Participation

During 2015,2017, 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), T.E. Adderley, R.S. Cubbin, J.E. Dutton (Chair), C.L. Mallett, Jr.,and D.R. Parfet, and B.J. White, held threesix meetings during 2015.2017. 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 Stockholders or to otherwise fill vacancies and newly created directorships; overseeing the composition, organization, and governance of the Board and its committees; monitoring and evaluatingoverseeing an annual evaluation of Board and committee effectiveness; and developing and overseeing compliance with the Board’s Corporate Governance Principles.Principles; and advising and making recommendations to the Board with respect to corporate governance matters.

Risk Governance Riskand Oversight

The Board’s oversight responsibilities include consideration of strategic issues and risks to the Company as well as management’s actions to address and mitigate those risks. Through its charter, the Audit Committee is charged by the Board with overseeing the Company’s risk assessment and enterprise risk management processes. The Audit Committee and Board focus on risk management strategy and risks of greatest significance, and seeksseek to ensure that risks assumed by the Company are consistent with the Board’sCompany’s risk tolerance and risk appetite.

		22

Corporate Governance

While the Audit Committee has responsibility for the oversight of the Company’s risk assessment and risk management process,processes, it is the duty of the Company’s management to assess and manage critical risks, including the execution of its Enterprise Risk Management program (“ERM”) program.. The Company’s risk-related departments and functions are under the direction of the Senior Vice President General Counsel, and Chief Administrative Officer.Risk, Compliance, and Privacy Officer (“Chief Risk Officer”) who reports directly to the CEO.

The Company continues to support and expand upon its formalCompany’s ERM program established in 2007, which is a criticalserves as the primary means of identifying and managing the Company’s key risks. Since its inception, theThe 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.

24

The ERM team reports its findings to the Audit Committee on a quarterly basis.basis, providing both written reports and periodic in-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, includingrisks. Current areas of particular emphasis include cyber security, data privacy, wage-hour risk management, and improvements to the Company’s compliance governance 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 Vice President and Chief Risk Compliance, and Privacy Officer, the Vice President of Internal Audit independently assesses the Company’s risk management process and separately reports to the Audit Committee concerningthe effectiveness of the Company’s risk identification, prioritization, and mitigation processes.

Risk Assessment of Employee Compensation Programs

As set forth in its charter, the Compensation Committee is charged with reviewing the Company’s compensation program risk assessment for all employee compensation programs and to reportreporting to the Board any compensation program that is reasonably likely to have a material adverse effect on the Company.

At its February 20162018 meeting, the Compensation Committee reviewed management’s Compensation Program Risk Assessment Report. The report was prepared by the Company’s Executive Compensation and Human Resources groupgroups in collaboration with the Company’s Internal Audit Department and Risk Management group.Department. 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 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:

	●
		Short-term and long-term incentive performance measures and equity award types do not encourage excessive risk behavior;

Corporate Governance

To assess the risk of employee compensation programs below the executive level, the Company utilizedCompany’s Human Resources group 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 wereare considered, as well as the steps in place to mitigate risk and ensure alignment with the Company’s strategic plan:

25

After due consideration of management’s 20162018 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.

Board and Committee Evaluation

Annually, the Corporate Governance and Nominating Committee oversees the Board’s and Committees’ evaluation processprocesses and reports results to the Board. The Board and each Committee conduct an evaluation of their respective performance, the purpose of which is to increase the effectiveness of the committees and the Board as a whole. The process includes an assessment of the Board and each Committee’s effectiveness and independence, access to and review of information from management, responsiveness to shareholderstockholder concerns, maintenance of standards of business conduct and ethics, and relationship with management. 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 of the areas reviewed as part of the evaluation includeinclude: 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. Past evaluation outcomesevaluations have included definingresulted in the skills necessaryCommittee revising its criteria for future Director candidates, extending the length of various meetings to ensure sufficient discussion time, and discussion of potential future Committee participation, establishment of the roles of Committee Vice Chairs, and Committee Chair succession.

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, and employees to help them recognize and deal with ethical issues, deter wrongdoing, provide mechanisms to report dishonest or unethical conduct, and help foster a culture of honesty and accountability. The Code of Conduct was updated in 2017 and addresses conflicts of interest, anti-bribery/anti-corruption, insider trading, corporate opportunities, confidentiality and privacy, protection and proper use of assets, fair dealing, behavior in the workplace, compliance with laws, rules and regulations, and Company policies, risk tolerance, anti-human trafficking, reporting dishonest or unethical behavior and public company reporting requirements, and providesrequirements. 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 stockholder who requests it from the Company’s Investor Relations Department. The Company will disclose future amendments to or waivers from, the Code of Conduct for its Directors and Executive Officers on its website or by filing a current report on Form 8-K within four business days following the date of amendment, or waiver, or such earlier period as may be prescribed by Nasdaq or the SEC.

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, Directors and Executive 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 Regulation S-K (“Related Party Transactions”). Directors and Executive 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 Directors and Executive Officers. The Company does not have a formal written policy regarding such reviews.

		24

Corporate Governance

Mr. Adderley, the Chairman of the Board and our controlling stockholder, receives compensation from the Company, as described below under “Director Compensation,” which is approved by the independent Compensation Committee. Mr. Takahashi, a Director of the Company, serves as the designated representative of Persol Holdings Co., LTD., which owns 4.5% 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 Form 10-K for the period ended December 31, 2017. Mr. Takahashi receives no compensation for his service as a Director.

Corporate Social ResponsibilitySocialResponsibility

The Company believes that corporate social responsibility (“CSR”) is a cornerstone of the organization. The Company focuses its CSR efforts in four crucial areas: employees and people, ethics, engagement, and the environment. The Company’s CSR report is posted on the Company’s website atkellyservices.com.kellyservices.com.

26

		25

Director Compensation

DIRECTOR COMPENSATION

A Director’sIn 2017, the Compensation Committee engaged its independent compensation consultant, Pay Governance, to evaluate its non-employee Director compensation, which was last increased in 2009. At its meeting following the 2017 Annual Meeting of Stockholders, the Compensation Committee approved increases in the retainers paid to the non-employee Directors, effective beginning May 11, 2017. The base retainer is $150,000.for non-employee Directors (other than Mr. Takahashi, who receives no compensation for his service as a Director) was increased from $150,000 to $180,000. The additional retainers associated with Board leadership positions were also increased: for the Lead Director, receives an additional retainer of $20,000. Thefrom $20,000 to $40,000; for the Chair of the Audit Committee, receives an additional retainer offrom $12,500 andto $20,000; for the ChairsChair of the Compensation Committee, from $7,500 to $15,000; and for the Chair of the Corporate Governance and Nominating Committee, each receive an additional retainer of $7,500. from $7,500 to $10,000.

Under the Non-Employee Directors StockCompany’s amended and restated Equity Incentive Plan (“EIP”), which was approved at the May 6, 20082017 Annual Meeting of Stockholders, the Board of Directors is required to determine annuallyfrom time to time the percentage of theirthe base retainer that will be usedissued to acquirenon-employee Directors in shares of Class A common stock and thus meet their stock ownership requirements.stock. At the meeting of the Board of Directors following the 20152017 Annual Meeting of Stockholders, the Board agreeddetermined that one-third$80,000 of their adjustedthe base retainer would be appliedissued in shares. Directors are subject to a stock ownership requirement that is a minimum fair market value of two times the purchasevalue of shares.the annual retainer (which currently equates to $360,000). At their August 2017 meeting, the Compensation Committee and Board of Directors approved fixing the portion of the annual retainer that is paid in cash at $100,000, and the portion paid in equity at $80,000.

The Directors were not awarded options pursuant to the 1999 Non-Employee Directors Stock Option Plan during 2015.

The following table sets forth the compensation paid to Mr. Adderley in his capacity as Executive Chairman and Chairman of the Board is a non-officer employee position. In 2018, in connection with the review of governance matters described above, and with the advice of Pay Governance LLC, the special committee of independent Directors recommended, and to eachthe Board approved, effective May 1, 2018, annual compensation for the redesigned role of Chairman of the non-officer Directors.