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Revised definitive proxy soliciting materials

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Filed by the Registrant ý Filed by a party other than the Registrant ¨

Check the appropriate box:

¨ Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
ý Definitive Additional Materials
¨ Soliciting Material Pursuant to Rule 14a-12

(Name of Registrant as Specified In Its Charter)

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¨ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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¨ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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This Amendment is being filed to make certain amendments to the Schedule 14A previously filed by Kforce Inc. (the “Firm”) on March 18, 2016 (the “Original Filing”) that relate primarily to the aggregate number of shares of Common Stock that may be subject to award under the Kforce Inc. 2016 Stock Incentive Plan (“SIP”), which is the subject of Proposal 5 of the Original Filing. The Original Filing contained a summary of the SIP and also attached a copy of the SIP as Appendix B that the Firm's shareholders are being asked to approve.

After making the Original Filing, the Firm was informed by Institutional Shareholder Services, Inc. (“ISS”) that the SIP received an unfavorable voting recommendation partially due to ISS's evaluation that the potential shareholder value transfer resulting from future awards under the SIP exceeded the allowable cap calculated by ISS. After reviewing the ISS voting recommendation, the Firm noted that certain inputs utilized by the Firm in determining the proposed number of shares of Common Stock that would be subject to award under the SIP (the “Share Reserve”) were...


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