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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 24, 2024
 _________________________________________________________________
 Standard Kforce Logo_Full Color (1).jpg
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.
1150 Assembly Drive Suite 500, Tampa, Florida 33607
Address of principal executive offices Zip Code
Registrant’s telephone number, including area code: (813) 552-5000 
_______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 per share KFRC NASDAQ
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ¨





Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 24, 2024, Kforce Inc. held its Annual Meeting of Shareholders. As of the record date of February 16, 2024, 19,532,496 shares of Kforce's Common Stock were outstanding and entitled to vote. Of this amount, 18,033,030 shares, representing 92.3% 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 tables set forth the votes cast with respect to each of these matters:
Matter FOR AGAINST ABSTAIN BROKER
NON-VOTES
(1) Elect three Class III directors to hold office for a three-year term expiring in 2027.
Catherine H. Cloudman 17,042,862 162,017 28,766 799,385
David L. Dunkel 16,856,652 341,946 35,047 799,385
Mark F. Furlong 16,835,363 362,157 36,125 799,385
Matter FOR AGAINST ABSTAIN BROKER
NON-VOTES
(2) Ratifying the appointment of Deloitte and Touche LLP as Kforce's independent registered public accountants for 2024.
 17,872,138 122,779 38,113 —
Matter FOR AGAINST ABSTAIN BROKER
NON-VOTES
(3) Advisory vote on Kforce's executive compensation. 16,934,477 275,665 23,503 799,385



 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 26, 2024 By: /s/ JEFFREY B. HACKMAN
Jeffrey B. Hackman,
Chief Financial Officer
(Principal Financial and Accounting Officer)