BBSI Barrett Business Services Inc - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 1, 2026, at the annual meeting of stockholders of Barrett Business Services, Inc. (the “Company”), the Company’s stockholders approved the Second Amended and Restated 2020 Stock Incentive Plan (the “Restated 2020 Stock Plan”), which had been adopted by the Company’s Board of Directors on April 3, 2026. The primary reason for the proposal was to increase the maximum number of shares of the Company’s Common Stock available for awards under the plan from 2,900,000 to 4,100,000. The foregoing share increase was the only substantive change made in the Restated 2020 Stock Plan.

The Restated 2020 Stock Plan authorizes awards of stock-based compensation to directors, officers, other key employees, and outside consultants. The material terms of the Restated 2020 Stock Plan are described in the Company’s definitive Proxy Statement, dated April 20, 2026, under the heading “ Proposal 2: Approval of the Barrett Business Services, Inc. Second Amended and Restated 2020 Stock Incentive Plan ,” which is incorporated herein by reference. The descriptions of the Restated 2020 Stock Plan contained herein and in the definitive Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the Restated 2020 Stock Plan, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on June 1, 2026 (the “Annual Meeting”).

The matters considered and voted on by the Company’s stockholders at the Annual Meeting and the voting results were as follows:

Proposal 1. Nine directors were elected, each for a one-year term to serve until the 2027 annual meeting of stockholders, by the votes indicated.

Nominee

Shares Voted For

Shares Voted Against

Abstentions

Broker Non-Votes

Thomas J. Carley

19,789,681

877,393

17,948

1,161,703

Joseph S. Clabby

20,302,848

369,726

12,448

1,161,703

Thomas B. Cusick

20,542,642

132,471

9,909

1,161,703

Mark S. Finn

20,582,359

92,754

9,909

1,161,703

Gary E. Kramer

20,611,538

63,575

9,909

1,161,703

Anthony Meeker

20,179,300

487,774

17,948

1,161,703

Carla A. Moradi

20,617,856

58,316

8,850

1,161,703

Alexandra Morehouse

20,323,439

351,170

10,413

1,161,703

Vincent P. Price

20,547,078

130,698

7,246

1,161,703

Proposal 2. Approval of the Barrett Business Services, Inc. Second Amended and Restated 2020 Stock Incentive Plan.

Shares Voted For

Shares Voted Against

Abstentions

Broker Non-Votes

17,514,267

2,000,777

1,169,978

1,161,703

As a result, the Company’s stockholders approved the Second Amended and Restated 2020 Stock Incentive Plan.

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

20,358,214

276,214

50,594

1,161,703

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, 2025.

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, 2026.

Shares Voted For

Shares Voted Against

Abstentions

21,684,853

147,153

14,719

The Company’s stockholders ratified the selection of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.

Description

10.1

Barrett Business Services, Inc. Second Amended and Restated 2020 Stock Incentive Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).