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 8, 2023

BARRETT BUSINESS SERVICES, INC.

(Exact name of registrant as specified in charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 5, 2023, at the annual meeting of stockholders of Barrett Business Services, Inc. (the "Company"), the Company’s stockholders approved the Amended and Restated 2020 Stock Incentive Plan (the “Restated 2020 Stock Plan”), which had been adopted by the Company’s Board of Directors (the “Board”) on April 11, 2023. 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 375,000 to 725,000. 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 21, 2023, under the heading “Item 2 - Approval of the Barrett Business Services, Inc. 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.

(a) The Company held its annual meeting of stockholders on June 5, 2023 (the "Annual Meeting").

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

Proposal 1. Eight directors were elected, each for a one-year term, by the votes indicated.

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

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

Proposal 3. Approval, by non-binding vote, of the compensation paid to the Company's named executive officers.

As a result, the Company’s stockholders approved on a non-binding, advisory vote the compensation paid to the Company’s named executive officers for the fiscal year ended December 31, 2022.

Proposal 4. Approval, by non-binding vote, of annual advisory votes on executive compensation.

Proposal 5. Ratification of the selection of Deloitte and Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023.

As a result, 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, 2023.

(d) After consideration of the results of the advisory vote on the frequency of future advisory votes on executive compensation in Proposal 4 above and other factors, the Board determined, at a meeting held on June 5, 2023, that advisory votes on executive compensation (similar to Proposal 3 above) will be submitted to stockholders on an annual basis until the next advisory stockholder vote on the frequency of such advisory votes is held.

Item 9.01. Financial Statements and Exhibits.

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

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.