Kforce (KFRC) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 22, 2026, with shareholders voting on director elections, auditor ratification, executive compensation, and a new stock incentive plan.

• The company faced a 5.4% revenue decline and a 22% drop in adjusted diluted EPS in 2025, but maintained strong capital returns and advanced strategic initiatives, including Workday implementation, offshore expansion in India, and AI integration.

• The board remains confident in long-term growth, emphasizing flexible talent solutions, AI-driven productivity, and a people-first culture.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors, ratifying Deloitte & Touche LLP as auditor, an advisory say-on-pay vote, and approval of the 2026 Stock Incentive Plan.

• The board recommends voting FOR all proposals.

• Shareholder proposals and director nominations are accepted per established procedures.

Board of directors and corporate governance

• The board is led by a non-executive chairman and a lead independent director, with all committees composed of independent directors.

• Four standing committees: Audit, Compensation, Nomination, and Corporate Governance, each with defined roles and regular executive sessions.

• Directors are limited in outside board service to ensure commitment; all current directors are compliant.

• Board diversity is emphasized, with a mix of backgrounds and expertise across industries.