BARRETT BUSINESS SERVICES INC

Current report (Form 8-K) · Jun 3, 2026 · Leadership change · Item 5.07 · Financial statements

Company

Documents

Primary topic

Leadership change

Filed

Jun 3, 2026

Filing summary Workforce analysis SEC documents(5)Filing text Exhibits(1)

Type

8-K

File

bbsi-20260601.htm

Document text
8-K · bbsi-20260601.htm iXBRL 0000902791 2026-06-01 2026-06-01 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 01, 2026 BARRETT BUSINESS SERVICES, INC. (Exact name of Registrant as Specified in Its Charter) Maryland 0-21886 52-0812977 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 8100 NE Parkway Drive Vancouver , Washington 98662 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: (360) 828-0700 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, par value $0.01 per share BBSI The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 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). 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 3, 2026 By: /s/ Anthony J. Harris Anthony J. Harris Executive Vice President and Chief Financial Officer and Treasurer

Document text

8-K · bbsi-20260601.htm iXBRL

0000902791 2026-06-01 2026-06-01

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 01, 2026

BARRETT BUSINESS SERVICES, INC.
(Exact name of Registrant as Specified in Its Charter)

Maryland

0-21886

52-0812977

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

8100 NE Parkway Drive

Vancouver , Washington

98662

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (360) 828-0700

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

BBSI

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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).

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 3, 2026

By:

/s/ Anthony J. Harris

Anthony J. Harris
Executive Vice President and Chief Financial Officer and Treasurer

Open on SEC

All SEC filings Signals