Item 5.07 Submission of Matters to a Vote of Security Holders.
OnApril 20, 2023 ,Kforce Inc. held its Annual Meeting of Shareholders. As of the record date ofFebruary 17, 2023 , 20,347,208 shares of Kforce's Common Stock were outstanding and entitled to vote. Of this amount, 18,477,117 shares, representing 90.8% 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: BROKER Matter FOR AGAINST ABSTAIN NON-VOTES (1) Elect three Class II directors to hold office for a three-year term expiring in 2026. Derrick D. Brooks 17,063,516 170,048 74,949 1,168,604 Ann E. Dunwoody 16,957,468 299,579 51,466 1,168,604 N. John Simmons 16,937,915 317,763 52,835 1,168,604 BROKER Matter FOR AGAINST ABSTAIN NON-VOTES (2) Ratifying the appointment of Deloitte and Touche LLP as Kforce's 17,326,805 1,115,142 35,170 - independent registered public accountants for 2023. BROKER Matter FOR AGAINST ABSTAIN NON-VOTES (3) Advisory vote on Kforce's executive 16,550,733 643,466 114,314 1,168,604 compensation. BROKER Matter FOR AGAINST ABSTAIN NON-VOTES (4) Approve the Kforce Inc. 2023 14,557,236 2,728,062 23,215 1,168,604 Stock Incentive Plan. BROKER Matter ONE YEAR TWO YEARS THREE YEARS ABSTAIN NON-VOTES UNCAST (5) Advisory vote regarding the frequency of future 15,414,418 10,464 1,619,870 34,697 1,394,789 2,879 advisory votes on executive compensation. The Board of Directors ofKforce Inc. has considered the outcome of this advisory vote on Proposal 5 and has determined, in accordance with the recommendation with respect to this proposal in the proxy statement for the 2023 Annual Meeting, that the Firm will hold future say on pay votes on an annual basis (one year) 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 2029 Annual Meeting of Shareholders.
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