Kelly Services, Inc., a prominent player in the talent solutions sector, has publicly announced the adoption of a stockholder rights plan as a proactive measure during a significant transition period for the company. On January 9, 2026, the Terence E. Adderley Revocable Trust K disclosed its intent to sell its substantial stake, representing 92.2% of the voting Class B common stock, to a private entity. Following this announcement, the Board of Directors convened multiple meetings, ultimately agreeing on January 11, 2026, to implement the stockholder rights plan to safeguard the interests of all shareholders and evaluate the terms of the sale thoroughly.
The rights plan, which is structured to provide the Board with adequate time to assess the acquisition’s implications, allows for the issuance of rights to existing shareholders. Specifically, each holder of Class A and Class B common stock at the close of business on January 11, 2026, will receive rights to purchase shares of each class of stock at predetermined fractions. These rights, however, will not be immediately exercisable and will initially be joined with the existing shares of common stock.
The expiration of these rights is contingent upon several factors, including the potential closing of a merger or acquisition approved by the Board, or they may be redeemed or exchanged at the Board’s discretion. Importantly, any entity or person that acquires 75% or more of the Class B shares without Board approval will trigger a broader exercisability of the rights held by non-acquiring shareholders.
Legal advisement for this significant move comes from Potter Anderson & Corroon LLP and Nelson Mullins Riley & Scarborough LLP, underscoring the seriousness with which Kelly Services is treating this transaction and its impact on the company’s future.
Founded in 1946, Kelly Services has consistently evolved to meet the changing landscape of workforce needs, helping to connect over 400,000 job seekers with employers annually. As the company navigates this pivotal transaction, it remains committed to delivering exceptional staffing solutions across diverse industries globally.
This strategic rights plan positions Kelly Services to manage potential changes in its ownership structure effectively, which could lead to new opportunities and strengthened governance as it continues to empower both businesses and job seekers in accessing a wide range of employment opportunities.