Barrett Business Services Files 8-K

Ticker: BBSI · Form: 8-K · Filed: Jun 5, 2024 · CIK: 902791

Sentiment: neutral

Topics: corporate-governance, bylaws, shareholder-vote

Related Tickers: BBSI

TL;DR

BBSI filed an 8-K on June 3rd covering bylaws, shareholder votes, and other events.

AI Summary

Barrett Business Services, Inc. (BBSI) filed an 8-K on June 5, 2024, reporting on events that occurred on June 3, 2024. The filing indicates changes to the company's articles of incorporation or bylaws, submission of matters to a vote of security holders, and other events, along with financial statements and exhibits. No specific dollar amounts or new material agreements were detailed in the provided excerpt.

Why It Matters

This filing signals potential corporate governance changes or shareholder votes, which could impact the company's structure and future direction.

Risk Assessment

Risk Level: low — The filing is procedural and does not disclose immediate financial risks or significant negative events.

Key Players & Entities

FAQ

What specific amendments were made to the Articles of Incorporation or Bylaws?

The provided excerpt does not detail the specific amendments made to the Articles of Incorporation or Bylaws.

What matters were submitted to a vote of security holders?

The filing indicates that matters were submitted to a vote of security holders, but the specific matters are not detailed in this excerpt.

What are the 'Other Events' being reported?

The excerpt mentions 'Other Events' as a category of information reported, but does not specify what those events are.

When did the events reported in this 8-K occur?

The earliest event reported in this 8-K occurred on June 03, 2024.

What is the principal executive office address for Barrett Business Services, Inc.?

The principal executive offices are located at 8100 NE Parkway Drive, Suite 200, Vancouver, Washington, 98662.

Filing Stats: 926 words · 4 min read · ~3 pages · Grade level 9.7 · Accepted 2024-06-05 16:14:09

Key Financial Figures

Filing Documents

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. At the 2024 Annual Meeting of stockholders of Barrett Business Services, Inc. ("BBSI" or the "Company") held on June 3, 2024 (the "Annual Meeting"), the Company's stockholders approved a proposed amendment (the "Amendment") of the Company's Amended and Restated Charter (the "Charter") to increase the number of authorized shares of Common Stock of the Company from 20,500,000 shares to 82,000,000 shares. The Company's Board of Directors proposed the Amendment in part to facilitate a four-for-one split of the Company's common stock. This description of the Amendment is not complete and is qualified in its entirety by reference to the text of the Articles of Amendment to the Company's Charter, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held the Annual Meeting of stockholders on June 3, 2024. The matters considered and voted on by the Company's stockholders at the Annual Meeting and the voting results were as follows: Proposal 1. Eight directors were elected, each for a one-year term to serve until the 2025 annual meeting of stockholders, by the votes indicated. Nominee Shares Voted For Shares Voted Against Abstentions Broker Non-Votes Thomas J. Carley 5,081,318 494,205 1,333 321,527 Joseph S. Clabby 5,551,943 23,248 1,665 321,527 Thomas B. Cusick 5,551,602 23,514 1,740 321,527 Gary E. Kramer 5,528,262 47,757 837 321,527 Anthony Meeker 4,939,737 635,839 1,280 321,527 Carla A. Moradi 5,490,615 84,576 1,665 321,527 Alexandra Morehouse 5,474,626 100,565 1,665 321,527 Vincent P. Price 5,330,743 244,448 1,665 321,527 Proposal 2. Approval of a proposed amendment to the Company's Amended and Restated Charter to increase the authorized shares of Common Stock. Shares Voted For Shares Voted Against Abstentions Broker Non-Votes 5,204,403 371,613 840 321,527 The Company's stockholders approved a proposed amendment to the Charter. Proposal 3. Approval, by non-binding, advisory vote, of the compensation paid to the Company's named executive officers. Shares Voted For Shares Voted Against Abstentions Broker Non-Votes 5,121,582 380,223 75,051 321,527 The Company's stockholders approved, in a non-binding, advisory vote, the compensation paid to the Company's named executive officers for the fiscal year ended December 31, 2023. Proposal 4. Ratification of the selection of Deloitte and Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024. Shares Voted For Shares Voted Against Abstentions 5,845,600 52,036 747 The Company's stockholders

01. Other Events

Item 8.01. Other Events. On June 4, 2024, BBSI issued a news release announcing that its board of directors has declared a four-for-one split of the Company's common stock in the form of a stock dividend. Each stockholder of record on June 14, 2024, will receive a dividend of three additional shares of common stock for each share they hold, to be distributed on June 21, 2024. A copy of the news release is included as Exhibit 99.1 to this report and incorporated by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. The following exhibits are filed with this Form 8-K: Exhibit No. Description 3.1 Articles of Amendment to the Charter of the Registrant . 99.1 News Release dated June 4, 2024 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 thereunto duly authorized. BARRETT BUSINESS SERVICES, INC. Registrant Dated: June 5, 2024 By: /s/ Anthony J. Harris Anthony J. Harris Executive Vice President and Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing