DFAN14A: Definitive additional proxy soliciting materials filed by non-management including Rule 14(a)(12) material
Published on January 13, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ¨ Filed by a Party other than the Registrant x
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |||
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
| ¨ | Definitive Proxy Statement | |||
| ¨ | Definitive Additional Materials | |||
| x | Soliciting Material Pursuant to §240.14a-12 | |||
| BARRETT BUSINESS SERVICES, INC. | ||||
| (Name of registrant as specified in its charter) | ||||
| ESTATE OF WILLIAM W. SHERERTZ KIMBERLY J. JACOBSEN SHERERTZ CHARLES M. GILLMAN |
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| (Name of person(s) filing proxy statement, if other than the registrant) | ||||
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Headline: Stockholder Group Encourages BBSI to Cooperate for the Benefit of all Stockholders
Vancouver, Washington Barrett Business Services, Inc. (BBSI) has continuously ignored requests of a shareholder group led by Kimberly J. Jacobsen Sherertz and the estate of her late husband William W. Sherertz, Chairman and CEO of BBSI at the time of his passing.
In an effort to establish a dialog with Barretts Board, the group has utilized a variety of channels. On November 22, 2011 and December 16, 2011 by both fax and certified mail the group reached out to current director and CEO Michael Elich, who the group has publicly supported. On December 16, 2011, the group issued a press release expressing its intent to collaborate with BBSIs current Board to amend the Change in Control Agreements currently in place with key executives.
One of the groups key objectives is to have the Board amend the companys Change in Control Agreements as they are not in line with industry best practices and could materially damage shareholder value if they are not amended.
The group, through its attorney, reached out to BBSIs counsel on December 31, 2011 by email and again on January 3, 2012 by phone with the intent of discussing the Change in Control Agreements. On January 9, 2012, the groups attorney finally spoke by phone with counsel for BBSI and asked whether the Board would speak with the group about the agreements. Since then, the group has heard nothing from BBSIs Board regarding the Change in Control Agreements.
BBSI Board has also ignored Ms. Sherertzs request made by letter on December 21, 2011 that a special meeting of the stockholders be held on February 21, 2012. Ms. Sherertz, individually and as sole representative of her late husbands estate, owns approximately 26% of the BBSI common stock, which entitles her to make such a request.
BBSI Directors and Management have an obligation to cause the special meeting to be called and let stockholders vote for directors at the special meeting, as proposed by Ms. Sherertz. The group is of the strong opinion that the incumbent Boards attempt to potentially block the requested special meeting is incredibly detrimental to BBSI stockholders as is the companys January 10, 2012 denial of Ms. Sherertzs request for the companys stockholder list made in her December 21st letter.
According to the groups attorney, The failure of BBSIs Directors to cause BBSI to reasonably respond to the requests of Ms. Sherertz is a patent breach of fiduciary duty owed to Ms. Sherertz by the BBSI Directors for which they shall be held accountable.
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The group would like to reiterate its support for BBSIs Branch Managers and CEO, Michael Elich.
BBSI STOCKHOLDERS FOR VALUE CONSISTS OF THE ESTATE OF WILLIAM W. SHERERTZ (THE ESTATE), KIMBERLY J. JACOBSEN SHERERTZ INDIVIDUALLY AND AS SOLE REPRESENTATIVE OF THE ESTATE, KEITH L. BARNES, CHARLES M. GILLMAN, W. SCOTT ROMBACH, MICHAEL L. BOGUSKI, LAWRENCE D. FIRESTONE, DANIEL C. MOLHOEK AND MARK D. STOLPER. THE ESTATE AND EACH OF MS. SHERERTZ AND MESSRS. BARNES, GILLMAN, ROMBACH, BOGUSKI, FIRESTONE, MOLHOEK AND STOLPER (THE PARTICIPANTS) ARE OR MAY BE DEEMED TO BE PARTICIPANTS UNDER THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION (SEC) IN THE SOLICITATION OF PROXIES FOR THE ELECTION OF THEIR SLATE OF NOMINEES TO BARRETT BUSINESS SERVICES, INC.S (BBSI) BOARD OF DIRECTORS AT THE SPECIAL MEETING OF STOCKHOLDERS THE ESTATE REQUESTED BE HELD ON FEBRUARY 21, 2012. IN CONNECTION WITH THE PARTICIPANTS INTENDED PROXY SOLICITATION, THEY HAVE FILED A PRELIMINARY AND A REVISED PROXY STATEMENT WITH THE SEC AND INTEND TO FILE A DEFINITIVE PROXY STATEMENT WITH THE SEC TO SOLICIT STOCKHOLDERS OF BBSI. INFORMATION REGARDING THE PARTICIPANTS, INCLUDING THEIR DIRECT OR INDIRECT INTERESTS IN THE SOLICITATION, BY SECURITY HOLDINGS OR OTHERWISE, IS CONTAINED IN THEIR PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE SEC ON DECEMBER 30, 2011 AND THEIR REVISED PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A FILED WITH THE SEC ON JANUARY 10, 2012, WHICH ARE AVAILABLE WITHOUT CHARGE ON THE SECS WEBSITE AT WWW.SEC.GOV. STOCKHOLDERS OF BBSI ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION AND SUCH STOCKHOLDERS SHOULD RELY ON SUCH DEFINITIVE PROXY STATEMENT AND NOT ON THIS RELEASE OR ANY PRELIMINARY PROXY STATEMENT. THE DEFINITIVE PROXY STATEMENT WHEN FILED AND ANY OTHER RELEVANT DOCUMENTS RELATED TO SOLICITATION OF PROXIES WILL BE AVAILABLE WITHOUT CHARGE ON THE SECS WEBSITE AT WWW.SEC.GOV.
Contact:
Frederic Dorwart
FREDERIC DORWART, LAWYERS
Old City Hall
124 East Fourth Street
Tulsa, OK 74103
(918) 583-9924
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