0001474903False00014749032025-08-062025-08-0600014749032025-11-072025-11-07

 

 

 

 

 Date of Report (Date of earliest event reported):

November 7, 2025

 

(Exact Name of Registrant as Specified in its Charter)

 

(Address of principal executive offices, including zip code)

 

(Registrant’s telephone number, including area code)

 

(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 obligations of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨

On November 5, 2025, BGSF, Inc. (the “Company”) held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved (i) an amendment to the BGSF, Inc. 2013 Long-Term Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 250,000 shares, and (ii) an amendment to the BGSF, Inc. 2020 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 250,000 shares. A more complete description of the terms of such plans can be found in the definitive proxy statement on Schedule 14A filed with the SEC on September 16, 2025, which description is incorporated by reference herein.

The Company's stockholders voted on six proposals and cast their votes as described below. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A as filed with the SEC on September 16, 2025.

An election of Class II directors of the Company to serve until the third annual meeting following the Annual Meeting. The following individuals were elected as Class II directors of the Company:

There were no abstentions on this matter.

The proposal to ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025 was approved based upon the following votes:    

The proposal to approve the amendment to the 2013 BGSF long-term incentive plan was approved based upon the following votes:

The proposal to approve the amendment to the 2020 BGSF employee stock purchase plan was approved based upon the following votes:

The advisory vote to approve named executive officer compensation was approved based upon the following votes:

The advisory vote to approve the how frequently shareholders will be provided a "Say-on-pay" was approved for based upon the following votes:

The Board of Directors of the Company decided on an “every year” frequency.

(d) Exhibits

No. Description

10.1 BGSF, Inc. 2013 Long-Term Incentive Plan, as amended (incorporated by reference to Annex A to the Definitive Proxy Statement on Schedule 14A filed with the SEC on September 16, 2025)

10.2 BGSF, Inc. 2020 Employee Stock Purchase Plan, as amended (incorporated by reference to Annex B to the Definitive Proxy Statement on Schedule 14A filed with the SEC on September 16, 2025)

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

 

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 hereunto duly authorized.