KELLY SERVICES, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 18, 1994
To the Stockholders of
Kelly Services, Inc.
Notice is hereby given that the Annual Meeting of Stockholders of
Kelly Services, Inc., a Delaware corporation, will be held at the offices
of the Company, 999 West Big Beaver Road, Troy, Michigan 48084-4782, on
May 18, 1994 at 11 o'clock in the forenoon, Eastern Daylight Time, for the
following purposes:
1. To elect two (2) directors for a three (3) year term.
2. To ratify the appointment of Price Waterhouse as independent
accountants.
3. To transact any other business as may properly come before the
meeting or any adjournment or adjournments thereof.
Only holders of the Company's Class B common stock of record at the
close of business on March 21, 1994 will be entitled to notice of and to
vote at the meeting.
To ensure a quorum, it is important that your proxy be mailed
promptly in the enclosed envelope, which requires no postage.
By Order of the Board of Directors
Eugene L. Hartwig
Secretary
April 8, 1994
999 West Big Beaver Road
Troy, Michigan 48084-4782
<PAGE>
<PAGE>
KELLY SERVICES, INC.
999 West Big Beaver Road
Troy, Michigan 48084-4782
April 8, 1994
PROXY STATEMENT
1994 ANNUAL MEETING OF STOCKHOLDERS
This statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Kelly Services, Inc.
(hereinafter called the "Company") for use at the Annual Meeting of
Stockholders of the Company to be held at the corporate offices of the
Company in Troy, Michigan on May 18, 1994 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 8, 1994. 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 Secretary of the Company, by submitting a later dated
proxy or appearing in person at the 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 FOR the election of the
directors, designated Proposal 1 on the proxy, FOR the proposal to ratify
the selection of independent accountants, designated Proposal 2 on the
proxy, and on any other matters that properly come before the Annual
Meeting in the manner as set forth on the proxy. Abstentions (including
broker non-votes) are not counted as votes cast in the tabulation of votes
on any matter submitted to stockholders.
Stockholders on the record date will be entitled to one vote for
each share held.
At the close of business on March 21, 1994, the outstanding number
of voting securities (exclusive of treasury shares) was 3,603,124 shares
of the Class B common stock, having a par value of $1.00. Class B common
stock is the only class of the Company's securities with voting rights.
1
<PAGE>
<PAGE>
SECURITIES BENEFICIALLY OWNED BY
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
Under regulations of the Securities and Exchange Commission, persons
who have power to vote or dispose of common stock of the Company, either
alone or jointly with others, are deemed to be beneficial owners of the
common stock.
Set forth in the following table are the beneficial holdings on
March 1, 1994, on the basis described above, of each person known by the
Company to own beneficially more than five percent of the Class B common
stock:
Number of Shares Percent
Name and Address of and Nature of of
Beneficial Owners Beneficial Ownership (a) Class
------------------- ------------------------ -------
W. R. Kelly......................... 2,189,840(b) 60.8
999 W. Big Beaver Road
Troy, Michigan 48084
T. E. Adderley...................... 1,024,726(c) 28.4
999 W. Big Beaver Road
Troy, Michigan 48084
NBD Bancorp, Inc.................... 192,899(d) 5.3
611 Woodward Avenue
Detroit, Michigan 48226
(a) Nature of beneficial ownership of securities is direct unless
otherwise indicated by footnote. Beneficial ownership as shown in the
table arises from sole voting power and sole investment power unless
indicated by footnote.
(b) All shares directly held. Because of his substantial stockholdings,
Mr. Kelly may be deemed to be a "control person" of the Company under
applicable regulations of the Securities and Exchange Commission.
(c) Includes 952,100 shares directly held; 71,825 shares in an irrevocable
trust, of which he is beneficiary; 625 shares held in five separate
trusts of which he is co-trustee with sole or shared voting and
investment power, in which he has no equity interest; and 176 shares
owned by Mr. Adderley's wife, in which he disclaims beneficial
interest.
(d) Based upon a report filed by NBD Bancorp, Inc. with the Securities and
Exchange Commission on Schedule 13G upon which the company relies for
the information presented. The report indicates that the number of
shares of common stock owned by the reporting person are: 120,919,
sole voting power; 71,825, shared voting power; 108,106, sole
dispositive power; and 84,263, shared dispositive power.
2
<PAGE>
<PAGE>
Set forth in the following table are the beneficial holdings of the
Class A and Class B common stock on March 1, 1994, on the basis described
above, of each director and the nominees for election, and all directors
and officers as a group.
<TABLE>
<CAPTION>
Class A Common Stock Class B Common Stock
-------------------- --------------------
Number of Shares Percent Number of Shares Percent
Directors and and Nature of of and Nature of of
Nominees Beneficial Ownership Class Beneficial Ownership Class
------------- -------------------- ------- -------------------- -------
<S> <C> <C> <C> <C>
W. R. Kelly................... 14,772,861(a) 43.0 2,189,840(d) 60.8
T. E. Adderley................ 3,662,154(b) 10.7 1,024,726(e) 28.4
C. V. Fricke.................. 3,692 * 781 *
H. E. Guenther................ 2,702 * 875 *
V. G. Istock.................. 875 * 875 *
All Directors and
Executive Officers as a
group........................ 18,580,028(c) 54.1 3,218,644 89.3
</TABLE>
* Less than 1%
(a) All shares directly held except 568,324 shares owned by Mr. Kelly's
wife, in which he disclaims beneficial interest.
(b) Includes 646,103 shares directly held; 335,612 shares in an
irrevocable trust, of which he is beneficiary; 2,630,092 shares held
in eleven separate trusts of which he is co-trustee with sole or
shared investment power, in which he has no equity interest; 49,209
shares held by Mr. Adderley and his wife as custodian for certain of
his minor children under the Michigan Uniform Gifts to Minors Act, in
which he has no equity interest; 1,138 shares owned by Mr. Adderley's
wife, in which he disclaims beneficial interest.
(c) Includes shares which the individuals have a right to acquire through
the exercise of stock options within 60 days.
(d) See footnote (b) to first table.
(e) See footnote (c) to first table.
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's equity securities, to
file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of Common Stock of the
Company. Officers, directors and greater than ten-percent shareholders are
required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no
other reports were required, during the two fiscal years ended January 2,
1994 all Section 16(a) filing requirements applicable to its executive
officers, directors and greater than ten-percent beneficial owners have
been met.
3
<PAGE>
<PAGE>
BOARD OF DIRECTORS
The business, property and affairs of the Company are managed by the
Board of Directors, which establishes broad corporate policies and
performance objectives, but is not involved in the day-to-day operating
details. Regular meetings of the Board of Directors are held in each
quarter and special meetings are scheduled when required. The Board held
four meetings during the last fiscal year.
The Board of Directors has a standing Audit Committee, composed of
Messrs. Fricke, Guenther and Istock, which held four meetings in 1993. The
Audit Committee's purpose is to review the scope of the work and fees of
the independent accountants and to review with the independent accountants
their report or opinion on the Company's financial statements.
During 1993 the Board of Directors did not have a nominating
committee. The Compensation Committee whose functions are described in the
Compensation Committee Report on page 4 of this proxy statement held seven
meetings in 1993 and is composed of Messrs. Fricke and Guenther.
COMPENSATION OF DIRECTORS
Directors of the Company who are not salaried officers are paid an
annual retainer fee of $21,000, a fee of $1,000 for each meeting of the
Board of Directors attended and a fee of $800 for each meeting of a
committee of the Board of Directors attended.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Fricke and Mr. Guenther served on the Compensation Committee
during 1993.
Mr. Adderley, the Company's President and Chief Executive Officer,
serves on the board of directors of NBD Bancorp, Inc. and is a member of
its Compensation Committee. Mr. Istock, a director of the Company, is
Chairman and Chief Executive Officer and a director of NBD Bancorp, Inc.
COMPENSATION COMMITTEE REPORT
The Company's compensation program for executives is administered by
the Compensation Committee of the Board of Directors consisting entirely
of the non-officer directors shown at the end of this report. The
Committee has responsibility for review and final approval of all
adjustments in salary and short-term incentive awards for executives of
the Company, including, with respect to 1993, administering the Kelly
Services, Inc. Short-Term Incentive Plan. The Committee also administers
the Kelly Services, Inc. Performance Incentive Plan (the Company's
long-term incentive plan) and makes recommendations with respect to
granting awards under such plan subject to review and approval by a
majority of the full complement of those members of the Board of Directors
who are "disinterested persons" as that term is used in Rule 16b-3 of the
Securities and Exchange Commission.
COMPENSATION PRINCIPLES
The philosophy underlying the Company's executive compensation
program has the following goals: (a) to align key executive and management
employees with the Company's strategic and financial objectives; (b) to
attract, retain and motivate a management team of high quality; (c) to
create incentives which motivate employees to achieve continual growth and
4
<PAGE>
<PAGE>
increasing profitability of the Company; and (d) to promote appreciation
of the common interests of stockholders, executives and key management
employees.
Total compensation is directly related to the successful achievement
of the Company's performance objectives. Short-term objectives are
established on an annual basis, the achievement of which is rewarded
annually. Long-term objectives will be tied to a two-to-five-year
performance period, the achievement of which will be rewarded accordingly.
All compensation, other than stock options, whether in the form of salary,
short-term incentive awards or grants of stock, or cash equivalents, will
be based on successful accomplishment of periodically established
objectives reflecting the Company's strategic business and financial
plans.
Performance objectives, which are identified as short or long-term,
provide standards for the measurement of Company, unit and individual
performance. Some performance objectives are Company-wide; others may
vary, depending on individual responsibilities, groups of employees or
particular projects and plans.
The Company has reviewed the nondeductability of executive
compensation in excess of $1 million as required by Section 162(m) of the
Internal Revenue Code, but has decided, in view of its limited potential
applicability with respect to 1994 executive compensation, to take no
action exempting 1994 compensation from operation of the provision. The
Company will continue to review the matter with respect to subsequent
years.
The following is a discussion of the major elements of the Company's
executive compensation program along with a description of the decisions
and actions taken by the Committee with regard to 1993 compensation of Mr.
Adderley as the Company's Chief Executive Officer.
ANNUAL COMPENSATION
Annual cash compensation for executive officers consists of base
salaries and, for 1993, variable short-term incentive awards earned under
the Company's Short-Term Incentive Plan. Base salaries for executive
officers are targeted to be competitive with the marketplace identified by
national surveys of executive compensation in which the Company
periodically participates and which are recognized and credible within the
professional field of compensation management. Because the Company
competes for executive-level personnel beyond the temporary help industry,
the companies included in the surveys referred to above are not the same
as those included in the Industry Index presented in the performance graph
in the Company's Proxy Statement. Base salaries are targeted to correspond
generally with the median of the range of salaries in the surveys
consulted.
Competitive assessments incorporate benchmarking against companies,
not in the temporary help industry, of similar revenue and other relevant
factors. Individual performance is also a factor in determining base
salary. The Committee is responsible for reviewing and approving the
annual salary increase budget for all officers.
For 1993, Mr. Adderley received a 5.88 percent salary increase from
$510,000 to $540,000 to bring his base salary more in line with the median
base salary of chief executive officers of other companies of comparable
size.
Annual incentive awards for executive officers paid under the
Short-Term Incentive Plan required that the Company achieve a certain
level of earnings per share ("EPS"). Because the Company exceeded the
threshold EPS objective established for 1993, the Committee approved
5
<PAGE>
<PAGE>
short-term incentive awards based upon a percentage of the individual
executive's target award combined with an assessment of unit and
individual officer performance. In Mr. Adderley's case, his award, which
was based entirely on the Company's financial performance, was 70 percent
of his target award of $270,000, or $190,000 rounded. Awards for other
executive officers, including the four executive officers named in the
accompanying tables ("Named Executives"), were determined based on the
Company's EPS results combined with an assessment of their individual and
unit performance.
LONG-TERM COMPENSATION
The long-term incentive compensation for executive officers consists
of cash and stock-based awards made under the Company's Performance
Incentive Plan. Non-Qualified and Incentive Stock Options are currently
the only type of awards outstanding under the Performance Incentive Plan.
During 1993, a review of compensation components for chief executive
officers in companies of similar size indicated that Mr. Adderley's
compensation was substantially below competitive levels, given the fact
that Mr. Adderley had not been awarded stock options under the Company's
1982 Incentive Stock Option Plan which expired in February 1992. As a
result, the Committee took action during 1993 to award Mr. Adderley a
Non-Qualified Stock Option of 25,000 shares of Class A Stock and an
Incentive Stock Option of 6,000 shares of Class A Stock to bring his
compensation package more in line with competitive practice.
The decision to grant options is considered periodically by the
Committee during each year. Grants may be given to new hires, employees
promoted to new positions and other key managers and executives as deemed
appropriate by the Committee. Grant size is determined based on a targeted
guideline of option shares for each management level that is competitive
with practices of companies of similar size. Decisions regarding the size
of an individual grant take into consideration the number of outstanding,
unexercised shares available to the individual compared to the targeted
guideline of the number of shares for the respective management level of
the employee. The decision to grant options to an individual or groups of
individuals is based on an assessment of any, some or all of the
following: (1) to align employee interests with that of stockholders, (2)
to reward for past performance, (3) to encourage long-term, continuous
improvement in the profitability of the Company, and (4) share price.
CONCLUSION
The Committee believes that the Company's executive compensation
program, providing as it does for competitive base salaries along with
short and long-term incentive compensation opportunities, is an important
factor in motivating senior officers as well as maintaining an appropriate
focus on increasing stockholder value.
Harold E. Guenther
Cedric V. Fricke
6
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth all compensation paid or accrued for
services rendered to the Company and its subsidiaries for the last three
fiscal years by the Chief Executive Officer and the four highest-paid
executive officers of the Company:
<TABLE>
<CAPTION>
Long-Term
Compensation
------------
Annual Compensation Awards
------------------- ------
Securities
Name and Underlying All Other
Principal Position Year Salary Bonus Options (#) Compensation(1)
------------------ ---- ------ ----- ----------- ---------------
<S> <C> <C> <C> <C> <C>
T.E. Adderley 1993 $540,000 $190,000 31,000 $98,219(1)
President and Chief 1992 510,000 63,750 0 94,800
Executive Officer 1991 510,000 0 0
R.G. Barranco 1993 $265,000 $100,000 14,000 $19,606
Senior Vice President, 1992 185,000 53,450 2,250 11,990
Kelly Temporary 1991 150,000 0 0
Services Division
R.E. Thompson 1993 $265,000 $ 83,000 14,000 $18,480
Senior Vice President 1992 250,000 25,000 0 17,070
1991 200,000 0 0
R.F. Stoner 1993 $211,000 $ 66,000 11,500 $14,960
Senior Vice President 1992 200,000 20,000 0 14,070
1991 200,000 0 0
E.L. Hartwig 1993 $205,000 $ 61,000 11,500 $14,310
Senior Vice President, 1992 195,000 17,750 2,000 12,646
General Counsel & Secretary 1991 195,000 0 0
</TABLE>
- ------------------
(1) Represents company contributions to non-qualified defined
contribution/deferred compensation plan for officers and certain other
management employees known as the Management Retirement Plan. The
amount reported above for Mr. Adderley includes contributions of
$57,295 and $55,299 for 1993 and 1992, respectively, made because he
would have earned a greater benefit had he remained under a defined
benefit Retirement Plan which was terminated December 31, 1988.
7
<PAGE>
<PAGE>
OPTION GRANTS IN 1993
The following table shows all grants of stock options to the
officers named in the Summary Compensation Table above in 1993. The
exercise price of all such options was the fair market value on the date
of grant except that the option for 6,000 shares granted to Mr. Adderley
at $27.23 was at 110% of the fair market value of $24.75 on the date of
the grant. Upon exercise of an option, an officer purchases all or a
portion of the shares covered by the option by paying the exercise price
multiplied by the number of shares as to which the option is exercised,
either in cash or by surrendering common shares already owned by the
officer.
<TABLE>
<CAPTION>
Individual Grants
- ---------------------------------------------------------------------
Potential Realizable Value at
Assumed Annual Rates of Stock
Price Appreciation for Option Term
----------------------------------
Number of
Securities % of Total
Underlying Options
Options Granted to
Granted Employees Exercise or Expiration
Name (#) in Fiscal Year Base Price Date 0% 5% 10%
---- ---------- -------------- ----------- ---------- -- -- ---
<S> <C> <C> <C> <C> <C> <C> <C>
T.E. Adderley.... 25,000 $27.80 5/9/03 0 $437,081 $1,107,651
6,000 27.23 10/18/98 26,152 75,748
------ -------- ----------
31,000 8.43 $463,233 $1,183,399
R.G. Barranco.... 10,000 $27.80 5/9/03 0 $174,832 $ 443,060
4,000 24.75 10/18/03 62,260 157,780
------ -------- ----------
14,000 3.81 $237,092 $ 600,840
R.E. Thompson.... 10,000 $27.80 5/9/03 0 $174,832 $ 443,060
4,000 24.75 10/18/03 62,260 157,780
------ -------- ----------
14,000 3.81 $237,092 $ 600,840
R.F. Stoner...... 7,500 $27.80 5/9/03 0 $131,124 $ 332,295
4,000 24.75 10/18/03 62,260 157,780
------ -------- ----------
11,500 3.13 $203,384 $ 490,075
E.L. Hartwig..... 7,500 $27.80 5/9/03 0 $131,124 $ 332,295
4,000 24.75 10/18/03 62,260 157,780
------ -------- ----------
11,500 3.13 $193,384 $ 490,075
</TABLE>
The dollar amounts under the 5% and 10% columns in the table above
are the result of calculations required by the Securities and Exchange
Commission's rules and therefore are not intended to forecast possible
future appreciation of the stock price of the Company. As shown in the 0%
column above, no gain to the named officers or all employees is possible
without appreciation in the price of the Company's Common Stock, which
will benefit all shareowners. For example, in order for any of the named
officers to realize the potential values set forth in the 5% and 10%
columns in the table above with respect to the exercise price of $27.80
(the fair market value on the date of the grant), the price per share of
the Company's Class A Common Stock would be approximately $45.28 and
$72.11, respectively, as of the expiration date of their options.
8
<PAGE>
<PAGE>
OPTION EXERCISES DURING 1993 AND YEAR-END OPTION VALUES
The following table shows stock option exercises during 1993 by each
of the officers named in the Summary Compensation Table and the value of
unexercised options at December 31, 1993:
<TABLE>
<CAPTION>
Number of
Securities Underlying
Unexercised Options Value of Unexercised In-the-Money
at Year End (#) Options at Year End
--------------------- ---------------------------------
Shares Acquired
Name on Exercise (#) Value Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
T.E. Adderley.... 0 0 0 31,000 0 0
R.G. Barranco.... 0 0 6,251 14,000 $14,471 $7,000
R.E. Thompson.... 0 0 2,500 14,000 $ 9,750 $7,000
R.F. Stoner...... 3,125 $20,781 2,500 11,500 $ 9,750 $7,000
E.L. Hartwig..... 0 0 6,250 11,500 $14,625 $7,000
</TABLE>
9
<PAGE>
<PAGE>
PERFORMANCE GRAPH
The following is a line graph comparing the cumulative total return
(assuming reinvestment of dividends) of the Company's Class A common
stock, with that of the cumulative total return of the NASDAQ Stock Index,
and an Industry Index for the five years ended December 31, 1993. The
Industry Index consists of other U.S. temporary help service companies
selected by the Company (ADIA, CDI, Manpower, Olsten and Robert Half)
which have stock market capitalizations of more than $100,000,000. The
following is based on an investment of $100, on January 1, 1989 in the
Company's Class A common stock, the NASDAQ Stock Index, and the Industry
Index, with dividends reinvested.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
Kelly Services, NASDAQ Index, and Industry Index
[INSERT GRAPH HERE]
1988 1989 1990 1991 1992 1993
Kelly Services...... 100 135 115 113 160 129
NASDAQ Index........ 100 121 103 165 192 219
Industry Index...... 100 104 71 97 109 140
10
<PAGE>
<PAGE>
MATTERS TO BE BROUGHT BEFORE THE MEETING
ELECTION OF DIRECTORS
PROPOSAL 1
The Board of Directors recommends that the two (2) nominees named
below be elected to serve as Directors. Each of the nominees will serve as
a Director for a three (3) year term ending at the annual meeting of
stockholders held after the close of the fiscal year ended December 29,
1996 or until a successor has been duly elected and qualified.
The shares represented by the enclosed form of proxy, when properly
executed by a stockholder of record, will be voted at the Annual Meeting,
or any adjournment thereof, as designated thereon if unrevoked at the time
of the meeting. If a nominee is unavailable for election for any reason on
the date of the election of the directors (which event is not anticipated),
the persons named in the enclosed form of proxy may vote for the election of
a person designated by a majority of the proxy attorneys present at the
meeting. The directors will be elected by a majority 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 meeting.
The name and age of the nominees and for each person whose term of
office as a director will continue after the meeting as of March 1, 1994,
their present occupations or employment during the past five years and
other data regarding them, based upon information received from the
respective individuals, are hereinafter set forth:
<TABLE>
<CAPTION>
Year of Year First
Expiration of Principal Elected as
Name and Age Elective Term Occupation Director
------------ ------------- ---------- ----------
Nominees for Election as Director to be Elected for a Three-Year Term
<S> <C> <C> <C>
C. V. Fricke ........... 1997 Professor, University of Michigan, Dearborn, 1978
Age 65 Michigan Campus; Director of Royal
Maccabees Insurance Company
V. G. Istock ........... 1997 Chairman and Chief Executive Officer of NBD 1991
Age 53 Bancorp, Inc. and NBD Bank, N.A.; Director
of NBD Bancorp, Inc.; Director of Handleman
Company
Directors Continuing in Office
T. E. Adderley(a)(b) ... 1995 President and Chief Executive Officer of the 1962
Age 60 Company; Director of Detroit Edison
Company; Director of NBD Bancorp, Inc.
H. E. Guenther ......... 1995 Senior Vice President, Kemper Financial 1985
Age 66 Services, Inc. from 1988 to present
W. R. Kelly ............ 1996 Chairman of the Board of the Company 1952
Age 88
</TABLE>
(a) Mr. Adderley is a director and executive officer of all subsidiaries
of the Company.
(b) Mr. Adderley is the son of Mr. Kelly.
11
<PAGE>
<PAGE>
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
PROPOSAL 2
The Board of Directors of the Company has appointed the firm of
Price Waterhouse as independent accountants of the Company for the current
fiscal year ending January 1, 1995, subject to ratification by the
stockholders. This firm has served as independent accountants for the
Company for many years and is considered to be well qualified by the Board
of Directors. As in prior years, a representative of that firm will be
present at the Annual Meeting and will have the opportunity to make a
statement and to respond to appropriate questions.
It is recommended by the Board of Directors that the proposal to
ratify the appointment of Price Waterhouse as independent accountants for
the year 1994 be approved. If stockholders fail to approve this proposal,
the Board will reconsider the appointment of Price Waterhouse as
independent accountants for the year 1994. Proxies executed and returned
by stockholders will be voted in accordance with stockholders'
specifications thereon and where a vote for or against this proposal as
set forth above is not indicated on the face of the proxy, will be voted
in favor of the proposal.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next
Annual Meeting must be received by the Secretary, Kelly Services, Inc.,
999 West Big Beaver Road, Troy, Michigan 48084, no later than December 9,
1994.
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 meeting. If any other matters do properly come before
the 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 printed annual report as of January 2, 1994,
the close of the Company's latest fiscal year, has been mailed 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.
By Order of the Board of Directors
Eugene L. Hartwig
Secretary
12
<PAGE>
<PAGE>
NOTICE OF 1994
ANNUAL MEETING
OF STOCKHOLDERS
AND
PROXY STATEMENT
13
<PAGE>
<PAGE>
For Use by Holders of
Shares of Class B
KELLY SERVICES, INC. PROXY Common Stock
THIS PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints WILLIAM R. KELLY, TERENCE E.
ADDERLEY and EUGENE L. HARTWIG, and each of them, proxies, with power of
substitution, to vote for the undersigned at the Annual Meeting of
Stockholders of Kelly Services, Inc. to be held at 999 West Big Beaver
Road, Troy, Michigan 48084-4782, on May 18, 1994, at 11:00 A.M. (E.D.T.)
and at any adjournment(s) thereof.
1. Election of Directors--Nominees: 3 year term: C.V. Fricke; V.G. Istock
[ ] VOTE FOR nominees [ ] VOTE WITHHELD from nominees
listed above listed above
To withhold authority to vote for any individual nominee, write the
nominee's name:
- --------------------------------------------------------------------------
2. FOR [ ] AGAINST [ ] ABSTAIN [ ] ratification of the appointment
of Price Waterhouse as independent accountants.
3. Upon any other matters as may properly come before the meeting.
Continued, and to be signed on other side.
14
<PAGE>
<PAGE>
Account Number Number of Shares Proxy Number
UNLESS OTHERWISE SPECIFIED, THE PROXIES ARE APPOINTED TO VOTE FOR THE
ELECTION OF ALL DIRECTORS AND FOR THE PROPOSALS.
Dated: , 1994
-------------------------
--------------------------------------
Signature of Stockholder
--------------------------------------
Signature of Stockholder
Please sign exactly as your name is
printed hereon. When signing as
attorney, executor, administrator,
personal representative, trustee or
guardian, please give full title. If
stock is held jointly, each joint
owner must sign.
15
<PAGE>
<PAGE>
STATEMENT OF DIFFERENCES
------------------------
Page No.
- --------
1 The Kelly Services trademark appears
above the first typed form of KELLY
SERVICES, INC.
10 A line graph of a Comparison of Five
Year Cumulative Return reflects the data
included in the table and appears on the
page along with a table which includes the
data.
13 This is the back page of the printed proxy
statement. The Kelly Services trademark
also appears above the typed information.
14 The information on this page appears on
the front side of the form of proxy.
15 The information on this page appears on
the reverse side of the form of proxy.
16
