KFORCE INC 8-K

What Happened

• Kforce Inc. held its Annual Meeting of Shareholders on April 22, 2026 (record date Feb 20, 2026). A quorum was present: 16,428,102 shares (90.1% of 18,227,637 outstanding shares) were represented. Shareholders elected three Class II directors, ratified Deloitte & Touche LLP as independent auditors for 2026, approved the company's advisory vote on executive compensation, and approved the Kforce Inc. 2026 Stock Incentive Plan.

Key Details

• Outstanding shares / quorum: 18,227,637 shares outstanding as of Feb 20, 2026; 16,428,102 shares (90.1%) represented at the meeting.
• Director elections:
  • Derrick D. Brooks: 14,203,883 FOR; 1,064,834 AGAINST; 99,860 ABSTAIN; 1,059,525 broker non-votes.
  • Ann E. Dunwoody: 14,052,280 FOR; 1,277,443 AGAINST; 38,854 ABSTAIN; 1,059,525 broker non-votes.
  • N. John Simmons: 14,296,079 FOR; 1,024,229 AGAINST; 48,269 ABSTAIN; 1,059,525 broker non-votes.
• Auditor ratification: Deloitte & Touche LLP ratified as independent auditors — 16,217,786 FOR; 188,599 AGAINST; 21,717 ABSTAIN.
• Advisory vote on executive compensation (say-on-pay): 14,192,010 FOR; 1,165,871 AGAINST; 10,696 ABSTAIN; 1,059,525 broker non-votes.
• 2026 Stock Incentive Plan approved: 13,486,004 FOR; 1,864,489 AGAINST; 18,084 ABSTAIN; 1,059,525 broker non-votes.

Why It Matters

• These results confirm the re-election of Kforce’s Class II directors and continuation with Deloitte as the company’s independent auditor, providing governance continuity. The advisory "say-on-pay" passed, indicating majority shareholder support for executive compensation disclosure and approach. Approval of the 2026 Stock Incentive Plan authorizes a new equity vehicle that may be used for employee and executive awards; investors should monitor future disclosures for potential dilution and plan specifics.