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

BARRETT BUSINESS SERVICES, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the 2024 Annual Meeting of stockholders of Barrett Business Services, Inc. ("BBSI" or the "Company") held on June 3, 2024 (the "Annual Meeting"), the Company’s stockholders approved a proposed amendment (the "Amendment") of the Company’s Amended and Restated Charter (the "Charter") to increase the number of authorized shares of Common Stock of the Company from 20,500,000 shares to 82,000,000 shares. The Company's Board of Directors proposed the Amendment in part to facilitate a four-for-one split of the Company’s common stock.

This description of the Amendment is not complete and is qualified in its entirety by reference to the text of the Articles of Amendment to the Company’s Charter, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting of stockholders on June 3, 2024.

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 to serve until the 2025 annual meeting of stockholders, by the votes indicated.

Proposal 2. Approval of a proposed amendment to the Company’s Amended and Restated Charter to increase the authorized shares of Common Stock.

The Company’s stockholders approved a proposed amendment to the Charter.

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

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, 2023.

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, 2024.

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, 2024.

Item 8.01. Other Events.

On June 4, 2024, BBSI issued a news release announcing that its board of directors has declared a four-for-one split of the Company’s common stock in the form of a stock dividend. Each stockholder of record on June 14, 2024, will receive a dividend of three additional shares of common stock for each share they hold, to be distributed on June 21, 2024. A copy of the news release is included as Exhibit 99.1 to this report and incorporated by reference.

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.