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BCS

Current Report · Items 5.02, 5.07, 9.01 · 8-K

Barrett Business Services, Inc.

BBSINASDAQEQUITYCurrent

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders

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.…

Filed Jun 3, 2026Accepted Jun 3, 2026, 4:04 PM EDTCIK 902791Accession 0001193125-26-255400
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Company context

Current securities

Recent company filings

  1. SCHEDULE 13G/A - filed by Mawer Investment Management Ltd. regarding BARRETT BUSINESS SERVICES INCAug 6, 2026
  2. 10-Q filingAug 6, 2026
  3. Results of Operations and Financial Condition · Regulation FD DisclosureAug 5, 2026
  4. 144 filingJul 7, 2026
  5. SCHEDULE 13G - filed by Private Capital Management, LLC regarding BARRETT BUSINESS SERVICES INCJul 6, 2026

Disclosure sections

Items 5.02, 5.07, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.02Item 5.02 - Departure/Election of Directors
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 5.07Item 5.07 - Submission of Matters to Vote
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.

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