8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_______________________________________ 

FORM 8-K
 
_______________________________________ 

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2016
 
_______________________________________

Kforce Inc.
(Exact name of registrant as specified in its charter)
 
_______________________________________ 
 
Florida
 
000-26058
 
59-3264661
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

1001 East Palm Avenue, Tampa, Florida 33605
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (813) 552-5000

N/A
(Former name or former address, if changed since last report)
 
_______________________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 




Item 5.07
Submission of Matters to a Vote of Security Holders.
On April 19, 2016, Kforce Inc. held its Annual Meeting of Shareholders. As of the record date of February 26, 2016, 28,432,733 shares of Kforce’s Common Stock were outstanding and entitled to vote. Of this amount, 25,916,014 shares, representing 91.15% of the total number of shares outstanding and entitled to vote, were represented in person or by proxy constituting a quorum. Set forth below are the voting results from the proposals presented for a shareholder vote at such meeting.

The following table sets forth the votes cast with respect to each of these matters:
MATTER
 
FOR
 
WITHHOLD
 
BROKER
NON-VOTES
(1) Elect three Class I Directors to hold office for a three-year term expiring in 2019
 
 
 
 
 
 
Elaine D. Rosen
 
21,923,111

 
2,009,913

 
1,982,990

Howard W. Sutter
 
21,768,017

 
2,165,007

 
1,982,990

Ralph E. Struzziero
 
17,311,699

 
6,621,325

 
1,982,990


 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
(2) Ratify the appointment of Deloitte & Touche LLP as Kforce’s independent registered public accountants for the fiscal year ending December 31, 2016
 
25,622,918

 
283,616

 
9,480

 
—


 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
(3) Approve Kforce’s executive compensation
 
22,631,790

 
1,234,730

 
66,504

 
1,982,990


 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
(4) Re-approve the material terms of the performance goals under the Kforce Inc. Amended and Restated Performance Incentive Plan
 
22,064,780

 
1,802,350

 
65,894

 
1,982,990


 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
(5) Approve the Kforce Inc. 2016 Stock Incentive Plan
 
21,696,425

 
2,175,471

 
61,128

 
1,982,990





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
KFORCE INC.
 
 
 
 
(Registrant) 
 
 
 
 
Date: April 19, 2016
 
 
 
By:
 
/s/    DAVID M. KELLY      
 
 
 
 
 
 
David M. Kelly
 
 
 
 
 
 
Senior Vice President, Chief Financial Officer
 
 
 
 
 
 
(Principal Financial Officer)
 
 
 
 
Date: April 19, 2016
 
 
 
By:
 
/s/    JEFFREY B. HACKMAN        
 
 
 
 
 
 
Jeffrey B. Hackman
 
 
 
 
 
 
Senior Vice President, Finance & Accounting
 
 
 
 
 
 
(Principal Accounting Officer)