エドガーで原本を確認する
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): April 10, 2024 |
BARRETT BUSINESS SERVICES, INC.
(Exact name of Registrant as Specified in Its Charter)
Maryland |
0-21886 |
52-0812977 |
||
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
8100 NE Parkway Drive Suite 200 |
|
|||
Vancouver, Washington |
|
98662 |
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: (360) 828-0700 |
|
(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
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 8.01. Other Events.
On April 10, 2024, Barrett Business Services, Inc. (the “Company”), issued a news release announcing that its board of directors has approved a plan for a four-for-one split of the Company’s common stock in the form of a stock dividend, conditioned upon stockholder approval of a proposal to increase the authorized shares of common stock at the Company’s annual meeting to be held on June 3, 2024 (the “2024 Annual Meeting”). A copy of the news release is included as Exhibit 99.1 to this report and incorporated by reference.
Important Information and Where You Can Find it
This press release may be deemed to be solicitation material in respect of a charter amendment and other matters to be considered at the 2024 Annual Meeting. In connection with the Annual Meeting, the Company will file with the Securities and Exchange Commission (“SEC”) and furnish to the Company’s stockholders a proxy statement and other relevant soliciting materials, including important information about the planned stock split and other matters. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE COMPANY’S 2024 ANNUAL MEETING, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY’S 2024 ANNUAL MEETING. The Company’s stockholders will be able to obtain a free copy of documents filed with the SEC regarding the Annual Meeting at the SEC’s website at http://www.sec.gov, the Company’s website at https://ir.bbsi.com, or by telephone at 1-800-494-5669.
Participants in the Solicitation of Proxies
The directors and executive officers of the Company may be deemed “participants” in the solicitation of proxies from stockholders in connection with the matters to be considered at the Company’s 2024 Annual Meeting. Information regarding the directors and executive officers, including information about their respective interests in the Company by security holdings or otherwise, will be set forth in the Company’s definitive proxy statement for the 2024 Annual Meeting when it is filed with the SEC.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 News Release dated April 10, 2024
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. |
|
|
|
By: |
/s/ Anthony J. Harris |
|
|
|
Anthony J. Harris |
EXHIBIT 99.1
BBSI Announces Board Approval of Planned Four-For-One Stock Split, Pending Stockholder Approval of an Increase in Authorized Shares of Common Stock
VANCOUVER, Wash., Apr. 10, 2024 (GLOBE NEWSWIRE) – Barrett Business Services, Inc. (“BBSI” or the “Company”) (NASDAQ: BBSI), a leading provider of business management solutions, today announced that its board of directors has approved a future four-for-one split of the Company’s common stock in the form of a stock dividend.
“We believe this stock split will improve the overall trading efficiency of our stock and make our shares more accessible to a wider range of potential shareholders,” said Gary Kramer, BBSI’s CEO. “This split comes at a time when our stock is experiencing all-time highs due to our strength in earnings and improved market position.”
The planned stock split is subject to stockholder approval of an amendment to the Company's charter to increase the number of authorized shares of common stock from 20,500,000 to 82,000,000, which is proportionate to the anticipated future increase in the number of issued shares of common stock following the planned four-for-one stock split. The charter amendment will be submitted for stockholder approval at the upcoming annual meeting on June 3, 2024. Following stockholder approval, the Company plans to announce the timing of the stock split and declare the stock dividend.
About BBSI
BBSI (NASDAQ: BBSI) is a leading provider of business management solutions, combining human resource outsourcing and professional management consulting to create a unique operational platform that differentiates it from competitors. The company’s integrated platform is built upon expertise in payroll processing, employee benefits, workers’ compensation coverage, risk management and workplace safety programs, and human resource administration. BBSI’s partnerships help businesses of all sizes improve the efficiency of their operations. The company works with more than 7,500 clients across all lines of business and is licensed to operate in all 50 states. For more information, please visit www.bbsi.com.
Important Information and Where You Can Find it
This press release may be deemed to be solicitation material in respect of a charter amendment and other matters to be considered at the 2024 annual meeting. In connection with the annual meeting, the Company will file with the Securities and Exchange Commission (“SEC”) and furnish to the Company’s stockholders a proxy statement and other relevant soliciting materials, including important information about the planned stock split and other matters. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ, WHEN AVAILABLE, THE DEFINITIVE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE COMPANY’S 2024 ANNUAL MEETING, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY’S 2024 ANNUAL MEETING. The Company’s stockholders will be able to obtain a free copy of documents filed with the SEC regarding the annual meeting at the SEC’s website at http://www.sec.gov, the Company’s website at https://ir.bbsi.com, or by telephone at 1-800-494-5669.
1
Participants in the Solicitation
The directors and executive officers of the Company may be deemed “participants” in the solicitation of proxies from stockholders in connection with the matters to be considered at the Company’s 2024 annual meeting. Information regarding the directors and executive officers, including information about their respective interests in the Company by security holdings or otherwise, will be set forth in the Company’s definitive proxy statement for the 2024 annual meeting when it is filed with the SEC.
Investor Relations:
Gateway Group, Inc.
Cody Slach
Tel 1-949-574-3860
BBSI@gateway-grp.com
2