BGSF Seeks Shareholder Approval for 500K New Shares, Director Re-election

TL;DR

**BGSF is asking for 500,000 more shares for incentive plans, which could dilute current holdings; vote 'AGAINST' if you're worried about dilution.**

AI Summary

BGSF, Inc. (BGSF) is holding its 2025 Annual Meeting of Stockholders on November 5, 2025, to address several key proposals. Shareholders will vote on the re-election of Class II directors Richard L. Baum, Jr. and Paul A. Seid. A significant proposal involves amending BGSF's 2013 Long-Term Incentive Plan to add an additional 250,000 shares of common stock for issuance, alongside a similar amendment to the 2020 Employee Stock Purchase Plan for another 250,000 shares. The company also seeks ratification of Whitley Penn LLP as its independent registered public accounting firm for the 2025 fiscal year ending December 28, 2025. Additionally, shareholders will conduct an advisory 'Say-on-Pay' vote for named executive officer compensation and an advisory vote on the frequency of future 'Say-on-Pay' votes. As of September 12, 2025, there were 11,172,258 shares of common stock outstanding, with each share entitling the holder to one vote. The Board met five times in 2024, and all directors attended at least 75% of applicable meetings.

Why It Matters

This DEF 14A filing is crucial for BGSF investors as it outlines proposals that could impact share dilution and executive compensation. The request to add 500,000 shares across two incentive plans could dilute existing shareholder value, making the 'FOR' vote on these amendments a key decision point. For employees, the expansion of the Employee Stock Purchase Plan offers increased opportunities for ownership and alignment with company performance. The re-election of directors Richard L. Baum, Jr. and Paul A. Seid, both long-serving independent directors, signals continuity in board leadership and strategic direction, which could be a competitive advantage in the professional services and staffing industry.

Risk Assessment

Risk Level: medium — The proposal to add an additional 250,000 shares to the 2013 Long-Term Incentive Plan and another 250,000 shares to the 2020 Employee Stock Purchase Plan, totaling 500,000 new shares, presents a medium risk of dilution for existing shareholders. While these plans can incentivize employees, a significant increase in available shares could depress per-share earnings and stock price if not managed effectively. The current outstanding shares are 11,172,258 as of September 12, 2025.

Analyst Insight

Investors should carefully evaluate the potential dilution from the proposed 500,000 additional shares for incentive plans. Consider voting 'AGAINST' Proposals Three and Four if you prioritize minimizing dilution, or 'FOR' if you believe the long-term incentive and employee ownership benefits outweigh the short-term dilution risk. Participate in the 'Say-on-Pay' vote to influence executive compensation practices.

Key Numbers

• 250,000 — Additional shares for 2013 Long-Term Incentive Plan (Proposed increase in shares available for issuance)
• 250,000 — Additional shares for 2020 Employee Stock Purchase Plan (Proposed increase in shares available for issuance)
• 500,000 — Total additional shares proposed (Combined increase across both incentive plans)
• 11,172,258 — Shares of common stock outstanding (As of record date September 12, 2025)
• 5 — Number of Board meetings (Held during 2024)
• 75% — Minimum attendance rate for directors (For all applicable Board committee meetings during 2024)
• 2025-09-12 — Record date for voting (Stockholders of record on this date are entitled to vote)
• 2025-11-05 — Date of Annual Meeting (Meeting to be held at 12:00 PM CST)
• 2025-09-26 — Proxy materials availability date (Materials made available to stockholders on or about this date)
• 2025-12-28 — End of 2025 fiscal year (For which Whitley Penn LLP is appointed independent auditor)

Key Players & Entities

• BGSF, INC. (company) — Registrant
• Richard L. Baum, Jr. (person) — Class II Director nominee, Age 65, Director Since 2013
• Paul A. Seid (person) — Class II Director nominee, Age 77, Director Since 2014
• Whitley Penn LLP (company) — Independent registered public accounting firm
• Keith Schroeder (person) — Interim Co-Chief Executive Officer, Chief Financial Officer, and Secretary
• Douglas E. Hailey (person) — Chairman of the Board, Independent Director, Age 63, Director Since 2013
• C. David Allen, Jr. (person) — Independent Director, Age 61, Director Since 2014
• Donna Carroll (person) — Independent Director, Age 60, Director Since 2023
• Securities and Exchange Commission (regulator) — Regulatory body
• New York Stock Exchange (regulator) — Exchange where BGSF is listed

FAQ

Industry Context

BGSF operates in the staffing and workforce solutions industry, which is sensitive to economic cycles and labor market dynamics. The industry is characterized by a fragmented competitive landscape with both large national players and smaller regional firms. Trends include increasing demand for specialized skills, a growing gig economy, and the adoption of technology to streamline recruitment and management processes.

Regulatory Implications

The company's proposals, particularly the amendments to incentive plans, are subject to SEC regulations and shareholder approval. The ratification of the independent auditor is a standard governance practice. Executive compensation disclosures and advisory votes are mandated by Dodd-Frank Act provisions, ensuring transparency and shareholder input on pay practices.

What Investors Should Do

1. Vote on Director Re-elections
2. Approve Incentive Plan Amendments
3. Ratify Independent Auditor
4. Participate in 'Say-on-Pay' Vote
5. Vote on Frequency of 'Say-on-Pay'

Key Dates

• 2025-09-12: Record Date for 2025 Annual Meeting — Establishes the list of stockholders entitled to vote at the meeting.
• 2025-09-26: Proxy Materials Availability — Proxy materials made available to stockholders, allowing them to review proposals and vote.
• 2025-11-05: 2025 Annual Meeting of Stockholders — Key date for voting on director re-elections, incentive plan amendments, auditor ratification, and advisory votes.
• 2024-12-29: End of Fiscal Year 2024 — The period covered by the referenced Form 10-K, providing historical financial context.
• 2025-12-28: End of Fiscal Year 2025 — The fiscal year for which Whitley Penn LLP is appointed as independent auditor.

Glossary

DEF 14A

A proxy statement filing required by the SEC for companies holding annual meetings of shareholders. (This document contains the information shareholders need to vote on company matters.)

Proxy

A document that authorizes another person to act on behalf of a shareholder, typically to vote their shares. (Shareholders can vote by proxy if they cannot attend the annual meeting in person.)

Stockholder of Record

A shareholder whose name appears in the company's records as owning shares on a specific date (the record date). (Only stockholders of record as of September 12, 2025, are eligible to vote.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A quorum requires the holders of a majority of outstanding shares to be present in person or by proxy.)

Say-on-Pay

An advisory (non-binding) shareholder vote on the compensation of the company's named executive officers. (Shareholders will have an advisory vote on executive compensation and its frequency.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to provide an independent opinion on its financial statements. (Shareholders are asked to ratify the appointment of Whitley Penn LLP for the fiscal year 2025.)

Long-Term Incentive Plan

A plan designed to reward employees for long-term performance, often through stock options or restricted stock. (BGSF is proposing to increase the number of shares available under its 2013 Long-Term Incentive Plan.)

Employee Stock Purchase Plan

A plan that allows employees to purchase company stock, often at a discount, through payroll deductions. (BGSF is proposing to increase the number of shares available under its 2020 Employee Stock Purchase Plan.)

Year-Over-Year Comparison

This filing pertains to the 2025 Annual Meeting, with proxy materials made available around September 26, 2025. The referenced Form 10-K covers the fiscal year ended December 29, 2024. Specific year-over-year comparisons of financial metrics like revenue, net income, or margins are not directly available within this proxy statement, which focuses on upcoming shareholder votes and governance matters rather than detailed historical financial performance analysis.

Filing Documents

• definproxy2024.htm (DEF 14A) — 759KB
• a2024totalshareholderreturn.jpg (GRAPHIC) — 39KB
• image.jpg (GRAPHIC) — 26KB
• image12.jpg (GRAPHIC) — 8KB
• image14.jpg (GRAPHIC) — 55KB
• proxyinstructions9-16x25.jpg (GRAPHIC) — 125KB
• sch14aprelim_image1a04.jpg (GRAPHIC) — 1KB
• sch14aprelim_image4a04.jpg (GRAPHIC) — 4KB
• sch14aprelim_image5a04.jpg (GRAPHIC) — 4KB
• sch14aprelim_image6a04.jpg (GRAPHIC) — 4KB
• 0001474903-25-000131.txt ( ) — 1125KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 35

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 35 SUBMISSION OF STOCKHOLDER PROPOSALS 36 OTHER BUSINESS 36 ANNEX A - 2013 LONG-TERM INCENTIVE PLAN (WITH PROPOSED AMENDMENT) 37 ANNEX B - 2020 EMPLOYEE STOCK PURCHASE PLAN (WITH PROPOSED AMENDMENT) 45 BGSF 5850 Granite Parkway, Suite 730 Plano, Texas 75024 (Principal Executive Offices) PROXY STATEMENT _____________________________________ This Proxy Statement is furnished in connection with the solicitation of proxies by BGSF, Inc. ("BGSF", "we", "us", or "our"), on behalf of its Board of Directors (the "Board"), for the 2025 Annual Meeting of Stockholders. This Proxy Statement and related proxy materials are being made available to our stockholders on the Internet or, upon request, mailed to our stockholders on or about September 26, 2025. QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING AND VOTING PROCEDURES Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials In accordance with rules adopted by the Securities and Exchange Commission ("SEC"), we are making this Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 29, 2024 (the "Form 10-K") available on the Internet. If you received the Notice by mail and would prefer to receive a printed copy of our proxy materials, please follow the instructions for requesting printed copies included in the Notice. The Notice also contains instructions on how to access and review all of the important information contained in the proxy materials provided on the Internet, including how you may submit your proxy over the Internet. Who may vote Stockholders of record as of the close of business on September 12, 2025, the record date for the annual meeting, may vote at the meeting. Each share of common stock entitles the holder to one vote per share. As of September 12, 2025 there were 11,172,258 shares of our common stock outstan

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View this DEF 14A filing on SEC EDGAR