UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
___________________________

FORM 8-K/A

(Amendment No. 1)

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 1, 2017

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:

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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed on June 5, 2017 (the "Original 8-K") by Barrett Business Services, Inc. (the "Company"). The Original 8-K reported the results of the matters submitted to a vote by the Company's stockholders at the Company's 2017 Annual Meeting of Stockholders held on June 1, 2017. The purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company's decision as to how frequently the Company will conduct future stockholder advisory votes regarding executive compensation. All other disclosures in the Original 8-K are unchanged.

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

(a) The 2017 annual meeting of stockholders of Barrett Business Services, Inc. (the "Company") was held on June 1, 2017.

(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. Seven directors were elected, each for a one-year term, by the votes indicated.

Proposal 2. Approval, by non-binding vote, of the compensation paid to the Company's named executive officers.

Proposal 3. Approval, by non-binding vote, of annual advisory votes on executive compensation.

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, 2017.

(d)       After consideration of the results of the advisory vote on the frequency of future advisory votes on executive compensation in Proposal 3 above and other factors, the Company's board of directors determined, at a meeting held on June 9, 2017, that advisory votes on executive compensation (similar to Proposal 2 above) will be submitted to stockholders on an annual basis until the next advisory stockholder vote on the frequency of these advisory votes is held.

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.