Form: 8-K/A

Current report filing

June 14, 2019

 

 

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): May 29, 2019

 

BARRETT BUSINESS SERVICES, INC.

(Exact name of registrant as specified in charter)

 

Maryland 0-21886 52-0812977
(State of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

 

8100 N.E. Parkway Drive, Suite 200

Vancouver, Washington

  
98662		  
  (Address of principal executive offices)   (Zip Code)  

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

  
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock, par value $.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. ¨

 

 

 

 

 

Explanatory Note

 

This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed on June 4, 2019 (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 2019 Annual Meeting of Stockholders held on May 29, 2019. The purpose of this Amendment is to correct errors in the reported voting results. All other disclosures in the Original 8-K are unchanged.

  

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

 

(a) Barrett Business Services, Inc. (the "Company"), held its annual meeting of stockholders on May 29, 2019 (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. Seven directors were elected, each for a one-year term, by the votes indicated.

 

Nominee   Shares Voted For     Shares Voted
Against		     Abstentions     Broker Non-Votes  
Thomas J. Carley     5,116,055       683,205       291,573       669,538  
Thomas B. Cusick     5,767,075       32,025       291,733       669,538  
Michael L. Elich     5,718,396       80,690       291,747       669,538  
James B. Hicks, Ph.D.     5,692,186       107,074       291,573       669,538  
Jon L. Justesen     4,360,411       1,425,422       305,000       669,538  
Anthony Meeker     5,195,623       603,130       292,080       669,538  
Vincent P. Price     5,181,238       617,955       291,640       669,538  

 

Proposal 2. Approval of 2019 Employee Stock Purchase Plan.

 

Shares Voted For Shares Voted Against Abstentions Broker Non-Votes
6,082,528 6,426 1,879 669,538

 

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

 

Shares Voted For Shares Voted Against Abstentions Broker Non-Votes
5,809,936 164,581 116,316 669,538

 

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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, 2019. 

 

Shares Voted For Shares Voted Against Abstentions
6,751,452 5,372 3,547

  

Proposal 5. Stockholder Proposal in Support of Proxy Access Bylaw.

 

Shares Voted For Shares Voted Against Abstentions Broker Non-Votes
3,822,485 2,252,815 15,533 669,538

 

 

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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.
   
   
Dated: June 14, 2019 By:  /s/ Gary E. Kramer
    Gary E. Kramer
Vice President-Finance, Treasurer and Secretary

  

 

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