Document


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 18, 2017
 
_______________________________________

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)
 
_______________________________________ 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Section 240.12b-2 of this chapter).
Emerging growth company
 
¨
  
 
 
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ¨
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 18, 2017, Kforce Inc. held its Annual Meeting of Shareholders. As of the record date of February 24, 2017, 26,810,172 shares of Kforce’s Common Stock were outstanding and entitled to vote. Of this amount, 24,272,821 shares, representing 90.54% 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 four Class II directors to hold office for a three-year term expiring in 2020 and one Class III director to hold office for a one-year term expiring in 2018
 
 
 
 
 
 
John N. Allred (Class II)
 
17,721,595

 
5,266,767

 
1,284,459

Richard M. Cocchiaro (Class II)
 
22,391,838

 
596,524

 
1,284,459

Ann E. Dunwoody (Class II)
 
22,505,144

 
483,218

 
1,284,459

A. Gordon Tunstall (Class II)
 
22,176,385

 
811,977

 
1,284,459

Randall A. Mehl (Class III)
 
22,574,229

 
414,133

 
1,284,459

 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
(2) Ratify the appointment of Deloitte & Touche LLP as Kforce’s independent registered public accountants for 2017
 
24,133,421

 
93,304

 
46,096

 

 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
(3) Advisory vote on Kforce's executive compensation
 
22,223,106

 
709,696

 
55,560

 
1,284,459

 
 
1 YEAR
 
2 YEARS
 
3 YEARS
 
ABSTAIN
 
BROKER
NON-VOTES
(4) Advisory vote regarding the frequency of future advisory votes on executive compensation
 
19,138,084

 
32,326

 
3,721,806

 
96,146

 
1,284,459

Kforce has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by our Board of Directors in the proxy statement for the 2017 Annual Meeting, that the Firm will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes. The next advisory vote regarding the frequency of say on pay votes is required to occur no later than the Firm's 2023 Annual Meeting of Shareholders.
 
 
FOR
 
AGAINST
 
ABSTAIN
 
BROKER
NON-VOTES
(5) Approve the Kforce Inc. 2017 Stock Incentive Plan
 
21,437,196

 
1,492,715

 
58,451

 
1,284,459






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 21, 2017
 
 
 
By:
 
/s/    DAVID M. KELLY      
 
 
 
 
 
 
David M. Kelly
 
 
 
 
 
 
Senior Vice President, Chief Financial Officer
 
 
 
 
 
 
(Principal Financial Officer)
 
 
 
 
Date: April 21, 2017
 
 
 
By:
 
/s/    JEFFREY B. HACKMAN        
 
 
 
 
 
 
Jeffrey B. Hackman
 
 
 
 
 
 
Senior Vice President, Finance & Accounting
 
 
 
 
 
 
(Principal Accounting Officer)