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. 2 )

Filed by the Registrant  ¨                            Filed by a Party other than the Registrant  x

Check the appropriate box:

PRELIMINARY COPY — SUBJECT TO COMPLETION

Stockholders for BBSI Value

[January] [30], 2012

Dear Fellow Stockholders:

For the reasons set forth in the enclosed Proxy Statement, the participants in this solicitation (collectively, “Stockholders for BBSI Value” or “we” or “us”) do not believe that five (5) of the six (6) current directors, specifically Messrs. Thomas Carley, James Hicks, Roger Johnson, Jon Justesen, and Anthony Meeker of Barrett Business Services, Inc. (“BBSI” or the “Company”) (the “Five Directors”) are capable of acting in the best interests of the Company’s stockholders. We also believe that the Five Directors do not collectively possess the backgrounds and experience necessary to maximize stockholder value.

As permitted under Sections 1.2 and 2.10 of the Company’s Bylaws, Article III of its Charter, and the Maryland General Corporation Law, we seek to remove the Five Directors from the current board of directors and elect our seven (7) proposed nominees to the board of directors in order to allow all BBSI stockholders to realize the fullest potential of their investments in the Company. We do not seek to replace or remove current director Mr. Michael Elich nor are we nominating or including Mr. Elich as one of our seven (7) proposed nominees. If the Five Directors are removed and our seven (7) nominees elected, our Nominees will, if necessary, increase the Board in size from six (6) to eight (8), which is permitted under Section 2.2 of the Bylaws so long as a majority of the directors vote to increase the size of the Board. For the reasons discussed in the enclosed Proxy Statement, we do not believe that the Five Directors are acting or will in the future act in the best interests of the Company’s stockholders.

We submitted written requests to the Company that the Company call a special meeting of the stockholders on February 21, 2012, pursuant to Section 1.2 of the Company’s Bylaws. The Company, through its attorney, informed us by letters of January 13 and January 20, 2012 that it viewed the requests for a special meeting as legally inadequate on the grounds that the Estate of William W. Sherertz (the “Estate”) and Kimberly J. Jacobsen Sherertz were not “stockholders entitled to cast 25 percent of all votes entitled to be cast” under Maryland law. We disagree with the Board’s choice not to call the special meeting of stockholders as requested by letter of December 21, 2011, as amended by letter of December 29, 2011, and as reiterated in letters of January 11 and January 19, 2012. [On January         , 2012, without prejudice to the initial special meeting request, as amended, and our objection to the Company’s position, and at significant additional expense, we caused the record holder of the Estate’s and Ms. Sherertz’s shares, Cede & Co, which is the nominee of The Depository Trust Company, to make a new special meeting request for the same purposes previously requested in our letter of December 29, 2011. We also caused Cede & Co. to request, pursuant to section 2-513 of the Maryland General Corporation Law, the Company make its books, records and stockholder lists available for copying and inspection. Through Cede & Co., the Estate and Ms. Sheretz have requested that a special meeting of the stockholders be held on [March 13, 2012], 2012 at [11:00] [a.m.] Pacific Time at [The Heathman Lodge], [7801 NE Greenwood Drive], [Vancouver, Washington], [98662], (including any adjournments, postponements or continuations thereof, the “Special Meeting”), as permitted under the Company’s Bylaws.]

We seek your support at the Special Meeting to take the following actions:

We think you will agree that the Five Directors are not acting in the best interests of the BBSI stockholders. The time has come to move forward by electing our Nominees to the Board. We believe that our Nominees possess the skill, experience and motivation that will enable them to represent the best interests of the Company’s stockholders.

We are seeking your support at the Special Meeting. Please read the enclosed Proxy Statement carefully for more detailed information about our Nominees.

On behalf of Stockholders for BBSI Value,

Kimberly J. Jacobsen Sherertz

IF YOU HAVE ANY QUESTIONS, REQUIRE ASSISTANCE IN VOTING YOUR GREEN PROXY CARD, OR

NEED ADDITIONAL COPIES OF OUR PROXY MATERIALS, PLEASE CALL OUR PROXY SOLICITOR

OKAPI PARTNERS LLC AT THE PHONE NUMBERS LISTED BELOW.

Okapi Partners LLC

437 Madison Avenue, 28^th Floor

New York, New York 10022

(212) 297-0720

Stockholders Call Toll-Free: (877) 869-0171

Email: info@okapipartners.com

PRELIMINARY COPY — SUBJECT TO COMPLETION

SPECIAL MEETING OF THE STOCKHOLDERS

OF

BARRETT BUSINESS SERVICES, INC.

PROXY STATEMENT

OF

KIMBERLY J. JACOBSEN SHERERTZ AND OTHER PARTICIPANTS

The participants in this solicitation (collectively, “Stockholders for BBSI Value” or “we” or “us”) are concerned about five (5) of the six (6) directors currently on the board of directors of the Company, specifically Messrs. Thomas Carley, James Hicks, Roger Johnson, Jon Justesen, and Anthony Meeker (the “Five Directors”) of Barrett Business Services, Inc. (“BBSI” or the “Company”). Without former Chairman, CEO and President William “Bill” W. Sherertz, who served as CEO since 1980 until his unexpected passing on January 20, 2011, at the helm of the Company we believe that the Five Directors’ membership has resulted in an ineffective board of directors (the “Existing Board”). We have expressed our support for current President, Chief Executive Officer and member of the Board Mr. Michael Elich in public filings with the Securities and Exchange Commission (the “SEC” or “Commission”) and are not seeking to remove or replace Mr. Elich. Mr. Elich is not one of our Nominees (as defined below). We believe changes to the composition of the Existing Board are imperative to ensure that the Company is managed in a manner consistent with the best interests of all its stockholders.

We believe an engaged and proactive Board is vital to serve the best interests of the BBSI stockholders. We are therefore seeking your support at the special meeting of stockholders requested on [January __, 2012] by Cede & Co., the nominee of The Depository Trust Company, on behalf of Kimberly J. Jacobsen Sherertz, individually and as sole representative of the Estate of William W. Sherertz (the “Estate”), be held on [March 13, 2012] at [11:00] [a.m.] Pacific Time at [The Heathman Lodge], [7801 NE Greenwood Drive], [Vancouver, Washington], [98662] (including any adjournments, postponements or continuations thereof, the “Special Meeting”), to remove the Five Directors and elect our slate of seven director nominees to the Board.

On December 21, 2011 the Estate and Ms. Sherertz submitted a written request through its attorney to the Company that a special meeting of the stockholders be held on February 21, 2012, pursuant to Section 1.2 of the Company’s Bylaws and that the Company make available for copying and inspection its stockholder lists. That request was subsequently amended by letter of December 29, 2011 to call for the removal of the Five Directors instead of the Existing Board. The Company, through its attorney, informed us by letters of January 13 and January 20, 2012 that it viewed the Estate’s and Ms. Sherertz’s requests for a special meeting and stockholder lists as legally inadequate on the grounds that the Estate and Ms. Sherertz were not “stockholders” entitled to make those requests under Maryland law. We disagree with the Company’s choice to not call the special meeting of stockholders or make the stockholder lists available for copying and inspection as requested by letter of December 21, 2011, as amended by letter of December 29, 2011, and as reiterated in letters of January 11 and January 20, 2012. [On January             , 2012, without prejudice to the initial special meeting request, as amended, and our objection to the Company’s position, and at significant additional expense, we caused the record holder of the Estate’s and Ms. Sherertz’s shares, Cede & Co, which is the nominee of The Depository Trust Company, to make a new special meeting request for the same purposes previously requested in our letter of December 29, 2011. We also caused Cede & Co. to request, pursuant to section 2-513 of the Maryland General Corporation Law, the Company make its books, records and stockholder lists available for copying and inspection.]

This proxy statement (the “Proxy Statement”) and the enclosed GREEN proxy card are being furnished to the Company’s stockholders by us in connection with the solicitation of proxies for the following:

Charles M. Gillman, Kimberly J. Jacobsen Sherertz, the Estate of William W. Sherertz, Keith L. Barnes, Michael L. Boguski, Lawrence D. Firestone, Daniel C. Molhoek, W. Scott Rombach, and Mark D. Stolper are the “participants” comprising Stockholders for BBSI Value. As of the date of this Proxy Statement, the participants were collectively the beneficial owners of an aggregate of 2,541,278 shares of common stock of the Company,

which currently represents approximately 25.69% of the issued and outstanding common stock of the Company, all of which will be entitled to vote at the Special Meeting.¹ The Company has set as the record date for determining stockholders entitled to notice of and to vote at the Special Meeting [            ], [            ] 2012 (the “Record Date”). According to the Company, as of the Record Date, there were [            ] shares of common stock of the Company, par value $0.01 per share (the “Common Stock”), outstanding and entitled to vote at the Special Meeting. The mailing address of the principal executive offices of the Company is 8100 N.E. Parkway Drive, Suite 200 Vancouver, Washington 98662.

THIS SOLICITATION IS BEING MADE BY THE PARTICIPANTS NOTED HEREIN AND NOT ON BEHALF OF THE COMPANY, EXISTING BOARD OF DIRECTORS, OR MANAGEMENT OF BBSI.

IMPORTANT

STOCKHOLDERS FOR BBSI VALUE URGE YOU TO CAREFULLY CONSIDER THE INFORMATION CONTAINED IN THE ENCLOSED PROXY STATEMENT AND THEN SUPPORT OUR EFFORTS BY USING THE GREEN PROXY CARD TO VOTE TO “REMOVE” THE FIVE DIRECTORS AND “FOR” THE ELECTION OF OUR NOMINEES.

OUR NOMINEES ARE COMMITTED TO ACTING IN THE BEST INTERESTS OF THE COMPANY’S STOCKHOLDERS. WE BELIEVE THAT YOUR VOICE IN THE FUTURE OF BBSI CAN BEST BE EXPRESSED THROUGH THE ELECTION OF OUR NOMINEES. ACCORDINGLY, WE URGE YOU TO VOTE THE GREEN PROXY CARD TO “REMOVE” THE FIVE DIRECTORS AND “FOR” THE ELECTION OF OUR NOMINEES.

THIS SOLICITATION IS BEING MADE BY STOCKHOLDERS FOR BBSI VALUE AND NOT ON BEHALF OF THE COMPANY, EXISTING BOARD OF DIRECTORS, OR MANAGEMENT OF BBSI. OTHER THAN AS DISCLOSED IN THIS PROXY STATEMENT, WE ARE NOT AWARE OF ANY OTHER MATTERS TO BE BROUGHT BEFORE THE SPECIAL MEETING. SHOULD OTHER MATTERS OF WHICH WE ARE NOT AWARE BEFORE THE DATE OF THIS PROXY STATEMENT BE BROUGHT BEFORE THE SPECIAL MEETING, THE PERSONS NAMED AS PROXIES IN THE ENCLOSED GREEN PROXY CARD WILL VOTE ON SUCH MATTERS IN THEIR DISCRETION.

WE URGE YOU NOT TO SIGN ANY PROXY CARD SENT TO YOU BY THE COMPANY OR ANYONE ELSE OTHER THAN US. YOU MAY REVOKE YOUR BEFORE IT IS VOTED AT THE SPECIAL MEETING BY (1) SUBMITTING A REVOCATION LETTER WITH A LATER DATE THAN THAT ON YOUR PROXY CARD; (2) DELIVERING A SECOND SIGNED PROXY CARD DATED LATER THAN THE FIRST SIGNED PROXY CARD; OR (3) ATTENDING THE SPECIAL MEETING AND VOTING IN PROXY PERSON.

YOUR VOTE IS IMPORTANT, REGARDLESS OF HOW MANY SHARES YOU OWN. STOCKHOLDERS FOR BBSI VALUE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED GREEN PROXY CARD TODAY TO VOTE FOR THE ELECTION OF OUR NOMINEES.

IF YOU HAVE ANY QUESTIONS OR REQUIRE ASSISTANCE IN

VOTING YOUR GREEN PROXY CARD, PLEASE CALL:

OKAPI PARTNERS LLC

437 Madison Avenue, 28^th Floor

New York, NY 10022

(212) 297-0720

Stockholders Call Toll-Free at 877-869-0171

Email: info@okapipartners.com

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS

FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON

[March 13, 2012] at [11:00 a.m. Pacific Time]

This Proxy Statement and our GREEN proxy card are available at

http://www.[            ].com

BACKGROUND FOR THE SOLICITATION

The following is a chronology of events leading up to this proxy solicitation:

REASONS FOR THE SOLICITATION

Stockholders for BBSI Value believes the primary responsibilities of directors are to create stockholder value and be responsive to stockholder concerns. In light of our interactions with the Existing Board, and lack thereof, we have determined that a new slate of directors would be better able to create stockholder value and respond to stockholder concerns than the Existing Board.

Several of the participants in this solicitation have previously expressed their concern over a lack of appropriate corporate governance at the board level within the Company. One example of this deficiency is the Existing Board’s unwillingness to follow industry standards and best practices in the area of executive change in control agreements. Stockholders for BBSI Value are concerned that the Existing Board caused the Company, in the wake of Mr. Sherertz’s sudden passing in January 2011, to enter into change in control agreements with key executives that are contrary to the best interests of BBSI stockholders. According to the Company’s definitive proxy statement filed on Schedule 14A with the Commission on April 18, 2011, the Company executed change in control agreements with Messrs. Elich, Vaughn and Miller in April 2011(the “CIC Agreements”).³ We believe there are two (2) areas in the CIC Agreements that are cause for concern:

Definition of “Good Reason.”

“Good Reason” exists under Mr. Elich’s agreement where he is required to “report to a successor Board of which fewer than half of the members were directors of the Company prior to the Change in Control.”

Messrs. Vaughn and Miller’s change in control agreements contain the same change in Board composition provision as Mr. Elich’s agreement, which applies if Messrs. Vaugh or Miller is required to report directly to the Board. Alternatively, if either of them is required to report directly to Mr. Elich, and Mr. Elich ceases to be President and CEO of the Company, then “Good Reason” also exists.

We believe that change in control agreements executed by the Company’s peers are reflective of industry standards. The two definitions of “Good Reason” are not found in change in control agreements in place at Manpower, Inc., General Employment Enterprises, Inc., On Assignment, Inc., and True Blue, Inc. according to filings made by each of those companies with the Commission.⁴

Separation Payment Multiple.

Upon either an involuntary termination other than for Cause, death or Disability due to the independent exercise of the unilateral authority of the Company or a voluntary separation from the Company by the Executive for “Good Reason,” the Company owes the Executive three times the sum of his Annual Base Salary and his Target Bonus, both amounts determined as of the date of the Change in Control.

Manpower, Inc. provides a multiplier of two (2) to the sum of the annual salary and target bonus in its change in control agreements and TrueBlue provides a multiplier of two (2) for executives other than its CEO.⁵ General Employment Enterprises does not include a payment multiplier in its compensation formula. On Assignment does provide its CEO with a payment multiplier of three (3), but provides a multiple of less than three (3) for other executives. And, among large cap companies, “[s]everance multiples have trended down from 3X to 2X for both CEOs and CFOs.”⁶ The following graph, which represents separation payment multiplier trends among 100 large cap companies, also supports our belief that the Company’s separation payment multipliers are not in line with industry standard. The Company’s CIC Agreement separation payment multipliers are not in line with both the Company’s peers and a strong trend among large cap companies.⁷

If some or all of our Nominees are elected to the Board such that a change in the majority of the composition of the Board as existed immediately prior to the election of our Nominees, a “Change in Control” will occur and “Good Reason” would exist under the CIC Agreements. A “Change in Control” and “Good Reason” must both exist under the CIC Agreements before the executive may voluntarily quit and receive a separation payment. Thus, any or all of Messrs. Elich, Vaughn or Miller would be entitled to a separation payment upon their voluntary termination of employment with the Company if we are successful in our proposals. Messrs. Elich, Vaughn and Miller’s salaries for 2011, as disclosed in the CIC Agreements, were $300,000, $250,000 and $225,000, respectively. We are unaware of what their Target Bonuses would be at the time of a “Change in Control,” which would occur if some or all of our Nominees are elected to the Board such that a change in the majority of the composition of the Board as existed immediately prior to the election of our Nominees. The potential obligations of the Company are difficult to quantify due to unknown factors such as Target Bonus amounts, whether Messrs. Elich, Vaughn or Miller will exercise their rights under the CIC Agreements, and whether such payments, if owed, would be reduced under Internal Revenue Code Section 4999. We also believe that a “Change in Control” occurring upon our success will fully vest options granted to Messrs. Elich, Vaughn and Miller (and any other persons who are parties to the Award Agreements attached as Exhibits 10.1, 10.2 and 10.3 to the Company’s Form 10-Q filed on May 9, 2011 for the quarter ended March 31, 2011).⁸

To the best of our knowledge there is no agreement requiring Mr. Elich to resign from the Board if he voluntarily terminates his employment as President and CEO and receives the separation payment under his change in control agreement. As disclosed above, we reached out to Mr. Elich several times to discuss making changes to the CIC Agreements but have not had any meetings or communications with Mr. Elich and our counsel was directed by the Company’s attorney to discontinue sending requests for meetings to discuss the CIC Agreements to Mr. Elich. If elected, our Nominees intend to renegotiate the CIC Agreements to bring them in line with what we believe to be industry standards.

According to the Company’s Form 10-K for the year ended December 31, 2010 filed with the Commission on April 1, 2011, the Company’s “platform of outsourced human resource management services is built upon [its] expertise in . . . workers’ compensation coverage.”⁹ Stockholders for BBSI Value believe that the Five Directors lack the expertise and experience our Nominees will bring to the Board in the area of workers’ compensation insurance. We believe our Nominees’ legal and workers’ compensation expertise and experience will help the Company avoid making acquisitions in states in which the workers’ compensation insurance litigation environment or laws make it impossible to earn a profit from offering workers compensation insurance. One of our Nominees, Mr. Boguski, has 15 years of workers’ compensation insurance experience at the management and board level with Eastern Insurance Holdings, Inc., a company specializing in workers’ compensation insurance underwriting. We believe that Mr. Boguski’s and Mr. Molhoek’s experience and expertise will help protect the Company and stockholder value from the potential pitfalls of navigating each state’s unique workers’ compensation laws and regulations, which necessarily affect the Company’s ability to operate profitably in states where the Company currently operates and those it may consider for expanded or new operations.

The board slate proposed in this Proxy Statement includes Nominees with particular experience in the areas of management, sales, marketing, technology, finance, and corporate governance. As a result of this expertise, our Nominees are better qualified to support the Company’s Branch Managers than the Existing Board. After a full strategic technical review of the Company, our Nominees will develop and execute a technology strategy that leverages technology as a competitive advantage. Several of our Nominees have experience in salesforce automation and human capital management technology solutions. One form of salesforce automation software has been shown to increase sales by 29%, sales productivity by 34% and forecast accuracy by 42%.¹⁰ While specific technology plans cannot be finalized until after a full technical review of the Company has been completed, the types of solutions that will be considered for use by our Nominees have been proven to increase sales, productivity and provide increased accuracy in forecasting.

We believe that the Existing Board’s minimal beneficial ownership of Common Stock compromises the Existing Board’s ability to properly evaluate and create stockholder value. As of April 4, 2011, the Existing Board beneficially owned an aggregate of just 167,468 shares of Common Stock according to the Company’s definitive proxy statement filed on Schedule 14A with the Commission on April 18, 2011. This amounts to just 1.7% of the

outstanding Common Stock of the Company.¹¹ Our research has led us to believe that board members are more sensitive and responsive to stockholders and their concerns when those board members own significant shares in the company. When board members have their own wealth dependent upon the company’s success, like non-director stockholders, board members are properly incentivized to act in the long-term interest of the Company and all its stockholders.¹²

In contrast, we are the beneficial owners, on a cumulative basis, of an aggregate of 2,541,278 shares of Common Stock, or approximately 25.69% of the outstanding shares of Common Stock. While all shares are owned by the Estate and Ms. Sherertz, the Nominees may be deemed the beneficial owners of such shares but expressly disclaim such ownership. Our Nominees are committed to purchasing the Company’s Common Stock if elected. While our Nominees cannot predict or promise they will acquire a certain number of shares, they are committed to properly aligning themselves with the stockholders of the Company by becoming stockholders.

We would like to reaffirm our support of the Company’s current Branch Managers and management team, including Chief Executive Officer Michael Elich. We selected Nominees that we are confident can work effectively and closely with Mr. Elich to grow revenues and profitability over the short, medium, and long term. While we have publicly supported Mr. Elich in filings with the Commission and reached out to Mr. Elich to discuss the Company’s future, we have not had any discussions with Mr. Elich. It is unknown to us whether Mr. Elich supports our Nominees. We continue to support Mr. Elich as evidenced by our proposals, which do not call for his removal from the Board.

We have disclosed these plans and our intentions to file this Proxy Statement in filings with the SEC (Schedule 13D Amendments filed with the SEC on October 6, November 22, 2011, December 22, 2011, December 30, 2011, January 12, 2012 and January 30, 2012, and Schedule 14As filed on December 5, December 14, 2011 and January 13, 2012). We urge you to vote to “REMOVE” the Five Directors and “FOR” our Nominees named on the enclosed GREEN proxy card.

If we are unable to elect our Nominees to the Board at the Special Meeting, Kimberly J. Jacobsen Sherertz, individually, intends to re-nominate for election the Nominees at the Company’s Annual Meeting of stockholders. On January 19, 2012, Ms. Sherertz caused the record holder of some of the shares she beneficially owns in her individual capacity Cede & Co., the nominee of The Depository Trust Company, to provide notice to the Company pursuant to Section 1.10 of the Bylaws that she intends to bring for election the Nominees at the Annual Meeting of the stockholders, which is to be held during the third week of May under Section 1.1 of the Bylaws.

PROPOSAL NO. 1

REMOVAL OF THE FIVE DIRECTORS FROM THE EXISTING BOARD

The Maryland General Corporation Law and Section 2.10 of the Company’s Bylaws authorize the removal of directors by stockholders. In order for a director to be removed from the Board, a majority of all the votes entitled to be cast for the election of directors is required. You may vote to remove the Five Directors or any director(s) you choose. We strongly urge you to vote to “REMOVE” the Five Directors for the reasons set forth in this Proxy Statement.

We have included the names, principal occupations, ages and tenure on the Board of the Five Directors as disclosed by the Company in its definitive proxy statement filed on Schedule 14A with the Commission on April 18, 2011. We have not updated or altered the information, other than the manner of presentation of such information, that was obtained from the Company’s definitive proxy statement referenced above. According to that definitive proxy statement filed by the Company, Roger L. Johnson and Jon L. Justesen are first cousins.

WE STRONGLY RECOMMEND THAT YOU VOTE TO “REMOVE”

THE FIVE DIRECTORS FROM THE EXISTING BOARD.

PROPOSAL NO. 2

ELECTION OF THE NOMINEES TO THE BOARD

According to BBSI’s public filings, the Board is currently composed of six (6) directors. We do not know whether the Board has established six (6) as the number of directors. Stockholders for BBSI Value have nominated seven (7) highly qualified Nominees who, if elected, would constitute seven (7) of the eight (8) directors of BBSI. Section 2.2 of the Company’s Bylaws authorizes the Board from time to time by resolution to set the number of seats on the Board within a range of three (3) to nine (9). If elected and if the number of directors has been fixed at less than eight (8), our Nominees have agreed to increase the number of Board seats to ensure all seven (7) Nominees are seated on the Board by Messrs. Barnes, Boguski, Firestone, Gillman, and Rombach being seated on the Board and Mr. Molhoek and Mr. Stolper filling the two (2) new seats should such Board action be required.

Pursuant to the Company’s Charter and Bylaws, only the Board may adopt, alter or repeal the Bylaws.

Our Nominees and Mr. Elich will hold office until the expiration of their respective terms and until their successors have been elected and qualified.

Our Nominees are committed to acting in the best interest of BBSI’s stockholders and will pursue their efforts diligently and promptly.

Background on the Nominees

The following information sets forth the name, age, business address, present principal occupation, and employment and material occupations, positions, offices, or employments for at least the past five years of each of the Nominees, as well as discussing the specific experience, qualifications, attributes or skills that led us to the conclusion that the person should serve as a Director. Each of our Nominees has consented to serve as a director of the Company and be named in this Proxy Statement as a Nominee. None of the entities referenced below is a parent or subsidiary of the Company.

Other Information About our Nominees

The only arrangements or understandings between any of the Nominees and any other person or persons pursuant to which he was or is to be selected as a director or nominee is the consent of such Nominee to be included in the slate to be proposed at the special meeting being called herein, and to serve as a director of BBSI if elected as such. In addition, Ms. Sherertz has asked Mr. Barnes to serve as chairman of the BBSI board if elected, and has agreed to indemnify the Nominees for claims relating to their agreement to participate in the slate that arise during the proxy solicitation process. Except as set forth herein, there is no arrangement or understanding between any Nominee and any other person pursuant to which he was or is to be selected as a Nominee or director. None of the Nominees or participants in the solicitation is a party adverse to BBSI or any of its subsidiaries or has a material interest adverse to BBSI or any of its subsidiaries in any material pending legal proceedings. None of the Nominees currently holds any employment position or office with BBSI, nor are there any family relationships between any Nominees. None of the Nominees has been involved in legal proceedings as described in Item 401 of Regulation S-K during the past ten years.

We do not expect that the Nominees will be unable to stand for election, but in the event that any Nominee is unable to serve or, for good cause, will not serve, the shares represented by the enclosed GREEN proxy card will be voted for substitute nominee(s) to the extent this is not prohibited under the Bylaws of the Company and applicable law, including the Maryland General Corporation Law. We reserve the right to nominate substitute persons if the Company makes or announces any changes to its Bylaws or Charter, or takes or announces any other action that has, or if consummated, would have, the effect of disqualifying any of our Nominees, to the extent this is not prohibited under the Bylaws, Charter and applicable law. In any such case, shares represented by the enclosed GREEN proxy card will be voted for such substitute nominee(s). We reserve the right to nominate additional person(s) to the extent this is not prohibited under the Bylaws, Charter and applicable law, if the Company increases the size of the Board above its existing size or increases the number of directors whose terms expire at the Annual Meeting of the stockholders. Additional nominations made by us pursuant to the immediately preceding sentence are without prejudice to the position of Stockholders for BBSI Value that any attempt to increase the size of the Existing Board constitutes an unlawful manipulation of the Company’s corporate machinery.

In a case where we are permitted or required to substitute a nominee or nominate additional persons, we will file and deliver supplemental proxy materials, including a revised proxy card, disclosing the information relating to any substitute nominee that is required to be disclosed in solicitations for proxies for election of directors pursuant to Section 1.10 of the Company’s Bylaws and Section 14 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Only in such case will the shares of Common Stock represented by the enclosed GREEN proxy card be voted for substitute or additional nominees. In addition, we reserve the right to challenge any action by BBSI that has, or if consummated would have, the effect of disqualifying the Nominees.

Other than as disclosed in this Proxy Statement, none of the Nominees are, or were within the past year, a party to any contract, arrangement or understanding with any person with respect to any securities of BBSI, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

Our Nominees understand that, if elected as directors of BBSI, each of them will have an obligation under Maryland law to discharge his duties as a director in good faith, consistent with his fiduciary duties to BBSI and its stockholders.

There can be no assurance or guarantee that the actions our Nominees intend to take as described above will be implemented if they are elected or that the election of our Nominees will improve the Company’s business or otherwise enhance stockholder value.

Director Nominee Independence

The Nominees are independent of BBSI in accordance with the SEC and Nasdaq Stock Market rules on board independence and all are citizens of the United States of America. The Nominees meet the definition of independence set out in Rule 5605(a)(2) of the Nasdaq Stock Market rules as:

With respect to the eligibility of the Nominees to serve as members of the audit committee of the Board, Section 10A of the Exchange Act specifies that each member of the audit committee shall be a member of the Board and shall otherwise be independent. In order to be considered independent for serving on the audit committee of the Board for purposes of Section 10A, the members of the audit committee may not, other than in their capacity as a member of the audit committee, the Board or any other committee of the Board, (i) accept any consulting, advisory or other compensatory fee from BBSI or (ii) be an affiliated person of BBSI or any subsidiary thereof. Accordingly, for the reasons stated above, we believe that the Nominees, if they are elected to the Board and nominated to the audit committee, will satisfy the audit committee independence standards under Section 10A of the Exchange Act following their election to the Board.

WE STRONGLY RECOMMEND THAT YOU VOTE “FOR”

THE ELECTION OF OUR NOMINEES TO THE BOARD.

OTHER MATTERS

We are not aware of any other proposals to be brought before the Special Meeting. However, we would bring before the Special Meeting such business as may be appropriate, including, without limitation, nominating additional persons for directorships, or making other proposals as may be appropriate to address any action of the Board not publicly disclosed prior to the date of this Proxy Statement. Should other proposals be brought before the Special Meeting, the persons named as proxies in the enclosed GREEN proxy card will vote on such matters in their discretion.

SOLICITATION OF PROXIES

Voting and Proxy Procedures

Only stockholders of record on the Record Date will be entitled to notice of and to vote at the Special Meeting. Each share of Common Stock is entitled to one vote. Stockholders who sell their shares of Common Stock before the Record Date (or acquire them without voting rights after the Record Date) may not vote such shares. Stockholders of record on the Record Date will retain their voting rights in connection with the Special Meeting even if they sell such shares after the Record Date. Based on publicly available information, we believe that the Common Stock is the only outstanding class of securities of BBSI entitled to vote at the Special Meeting.

Shares represented by properly executed GREEN proxy cards will be voted at the Special Meeting as marked and, in the absence of specific instructions, will be voted to “REMOVE” the Five Directors and “FOR” the election of our Nominees to the Board and, except as discussed below, in the discretion of the persons named as proxies, on all other matters as may properly come before the Special Meeting, including any matters incidental to the conduct of the Special Meeting, which are not known within a reasonable time before the date of this Proxy Statement.

We are asking you to remove the Five Directors and elect our Nominees to the Board. The participants who hold shares of Common Stock intend to vote all of those shares to remove the Five Directors and elect all the Nominees.

Quorum; Discretionary Voting; Votes Required for Approval

In order to conduct any business at the Special Meeting, a quorum must be present. Under Section 1.5 of the Company’s Bylaws, a quorum is present if the stockholders entitled to cast a majority of all the votes entitled to be cast at the Special Meeting are present in person or by proxy. Under Section 1.5 of the Company’s Bylaws, if a quorum is present a majority of all the votes cast at the meeting is sufficient to approve any matter which properly comes before the meeting unless the vote of a greater proportion of all the votes cast or voting by classes is required by the Maryland General Corporation Law or the Company’s charter. Other than the removal of directors, we are unaware of any matters to be brought before the Special Meeting requiring a greater proportion of votes than is provided for in Section 1.5 of the Company’s Bylaws.

A nominee will be elected if the nominee receives a plurality of the votes cast by the shares entitled to vote in the election pursuant to section 2-404 of the Maryland General Corporation Law, provided that a quorum is present. A duly executed proxy will be voted to “REMOVE” the Five Directors and “FOR” the election of all the Nominees, unless authority to remove certain directors or vote for a Nominee is withheld or a proxy of a broker or other nominee is expressly not voted on this item (a “broker non-vote”). Under Maryland law, broker non-votes will be counted for purposes of determining a quorum and will count as votes against our first proposal to remove the Five Directors since removal of directors requires a majority of all votes entitled to be cast. Broker non-votes will have no effect on the election of directors since only a plurality of the votes cast at a meeting is required to elect a director and broker non-votes are not considered part of the votes cast. Banks and brokers acting as nominees are not permitted to vote proxies for the removal or election of directors without express voting instructions from the beneficial owner of the shares. Therefore, we urge all beneficial owners to give voting instructions to their brokers on those voting items if their shares are held in “street name” (shares held in the name of a bank, broker, or nominee on a person’s behalf).

Revocation of Proxies

Stockholders of BBSI may revoke their proxies at any time prior to exercise by attending the Special Meeting and voting in person (although attendance at the Special Meeting will not in and of itself constitute revocation of a proxy), by delivering a written notice of revocation, or by delivering a subsequently dated proxy which is properly completed. A revocation may be delivered either to Stockholders for BBSI Value in care of Okapi

Partners LLC (“Okapi” or “Okapi Partners”) at the address set forth on the back cover of this Proxy Statement or to the Company’s address at 8100 N.E. Parkway Drive, Suite 200 Vancouver, Washington 98662 or any other address provided by BBSI. Although a revocation is effective if delivered to BBSI, we request that either the original or photostatic copies of all revocations be mailed to Stockholders for BBSI Value in care of Okapi at the address set forth on the back cover of this Proxy Statement so that we will be aware of all revocations and can more accurately determine if and when proxies have been received from the stockholders of record on the Record Date. Additionally, Okapi may use this information to contact stockholders who have revoked their proxies in order to solicit later dated proxies for the proposals described herein.

IF YOU WISH TO VOTE TO “REMOVE” THE FIVE DIRECTORS AND “FOR” OUR NOMINEES TO BE ELECTED TO THE BOARD AT THE TIME OF THE SPECIAL MEETING, AND TO GRANT TO THE PERSON NAMED IN THE PROXIES THE ABILITY TO VOTE IN THEIR DISCRETION ON ALL OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING, PLEASE SIGN, DATE AND RETURN PROMPTLY THE ENCLOSED GREEN PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED.

Proxy Solicitation; Expenses

The solicitation of proxies pursuant to this Proxy Statement is being made by Stockholders for BBSI Value. Executed proxies may be solicited in person, by mail, telephone, facsimile, or email. Solicitation may be made by us, including our Nominees, or our employees and their affiliates, none of whom will receive additional compensation for such solicitation. Proxies will be solicited from individuals, brokers, banks, bank nominees and other institutional holders. We have requested banks, brokerage houses and other custodians, nominees and fiduciaries to forward all solicitation materials to the beneficial owners of the shares of Common Stock they hold of record. We will reimburse these record holders for their reasonable out-of-pocket expenses.

Stockholders for BBSI Value has retained Okapi Partners to solicit proxies on its behalf in connection with the Special Meeting. Okapi Partners will solicit proxies from individuals, brokers, banks, bank nominees and other institutional holders, and will employ approximately [6-20] people in its efforts. We have agreed to reimburse Okapi Partners for its reasonable expenses and to pay to Okapi Partners a fee of up to $[150,000]. Okapi Partners will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws.

The entire expense of this proxy solicitation, including the reasonable expenses incurred by our Nominees in connection with this solicitation, is being borne by the Estate and Kimberly J. Jacobsen Sherertz. If our Nominees are elected to the Board, Ms. Sherertz and the Estate will seek reimbursement of such expenses from BBSI and will not submit such reimbursement to a vote of stockholders. In addition to the engagement of Okapi Partners described above, costs related to the solicitation of proxies include expenditures for printing, postage, legal and related expenses and are expected not to exceed $[200,000], of which approximately $[$70,000] has been expended to date.

ADDITIONAL INFORMATION

Certain Information Concerning the Participants in this Solicitation

Ms. Sherertz was appointed sole personal representative of the Estate on February 4, 2011. The address of the Estate and Ms. Sherertz is 25011 NE Cresap Road, Battle Ground, Washington 98604-8238. Ms. Sherertz is employed as an administrator by Oregon Logistics Distribution Company, an employee leasing company whose business address is 25011 NE Cresap Road, Battle Ground, Washington 98604-8238. The Estate directly beneficially owns 2,485,929 shares of Common Stock (approximately 25.13%). Ms. Sherertz beneficially owns 55,349 shares of Common Stock, including 40,349 shares held on behalf of her minor children (approximately 0.56%). As the sole representative of the Estate, Ms. Sherertz is in possession of sole voting and investment power for the Common Stock held by the Estate, and may also be deemed to beneficially own the 2,488,429 shares of Common Stock of the Company held by the Estate. The Estate disclaims beneficial ownership of 55,349 shares of Common Stock directly owned by Ms. Sherertz or held by her on behalf of her minor children. As of the date hereof, Ms. Sherertz may be deemed the beneficial owner of 2,541,278 shares of the Company’s Common Stock, or approximately 25.69% of the total number of shares outstanding. Please see Schedules I and II of this Proxy Statement for more information on Ms. Sherertz’s and the Estate’s ownership of Common Stock.

The Estate is currently obligated to repay a short term bridge loan with Wells Fargo Bank, National Association that was used to exercise 102,697 options on January 4, 2011. The Estate has pledged certain BBSI shares it owns to secure the loan. This information was previously disclosed in a Schedule 13D amendment (Amendment No. 6) filed with the Commission on January 12, 2012.

The business address for Mr. Gillman is 15 E. 5th Street, 32^nd Floor, Tulsa, Oklahoma 74103. The principal occupation of Mr. Gillman is providing portfolio management services to Nadel and Gussman, LLC, a management company that employs personnel for business entities related to family members of Herbert Gussman. Mr. Gillman may be deemed the beneficial owner of the shares of the Company’s Common Stock beneficially owned by Ms. Sherertz and the Estate by virtue of their joint filings on Form 13D and their “group” formation, but expressly disclaims such ownership.

The other participants in this solicitation are the Nominees. Their names, business addresses, and present principal occupations are listed above under “Background on the Nominees.” None of the Nominees owns shares of Common Stock beneficially, directly, or indirectly. The Nominees expressly disclaim any beneficial ownership of shares owned by the Estate and Ms. Sherertz.

For information regarding purchases and sales of securities of BBSI during the past two years by the participants, see Schedule I.

None of the participants is involved in any material pending legal proceedings with respect to the Company. Except for what is set forth in this Proxy Statement, there is no other arrangement or understanding between any participant, Nominee and any other person pursuant to which he was or is to be selected as a Nominee or director.

Stockholders for BBSI Value reserve the right to retain one or more financial advisors and proxy solicitors, who may be considered participants in a solicitation under Regulation 14A of the Exchange Act.

Other than as disclosed in this Proxy Statement, the participants in this solicitation have had no discussions or other contact with the Company prior to the initiation of this proxy solicitation.

Except as set forth in this Proxy Statement (including the Schedules hereto), (i) during the past 10 years, no participant in this solicitation has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no participant in this solicitation directly or indirectly beneficially owns any securities of the Company; (iii) no participant in this solicitation owns any securities of the Company which are owned of record but not beneficially; (iv) no participant in this solicitation has purchased or sold any securities of the Company during the past two years; (v) no part of the purchase price or market value of the securities of the Company owned by any participant in this solicitation is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no participant in this solicitation is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any participant in this solicitation owns beneficially, directly or indirectly, any securities of the Company; (viii) no participant in this solicitation owns beneficially, directly or indirectly, any securities of any parent or subsidiary of the Company; (ix) no participant in this solicitation or any of his or its associates was a party to any transaction, or series of similar transactions, since the beginning of the Company’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no participant in this solicitation or any of his or its associates has any arrangement or understanding with any person with respect to any future employment by the Company or its affiliates, or with respect to any future transactions to which the Company or any of its affiliates will or may be a party; and (xi) no participant in this solicitation has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the Special Meeting. There are no material proceedings to which any participant in this solicitation or any of his or its associates is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

CORPORATE GOVERNANCE

Board Meetings and Attendance

According to the Company’s public filings, the Board held five meetings during the last full fiscal year. None of our Nominees currently serves as a Director of the Company and did not serve in its last fiscal year.

Board Committees

The Company has a nominating committee, audit and compliance committee, and compensation committee. A discussion of such committees can be found in the Company’s proxy statement filed with the SEC on April 18, 2011.

Director Compensation

None of our Nominees currently serves as a Director of the Company and therefore none has received any compensation from the Company for service as a director.

MISCELLANEOUS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and persons who own more than 10% of a registered class of the Company’s equity securities to file with the Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. To the best of our knowledge, based solely on a review of the copies of such reports filed with the Commission, no persons subject to Section 16 failed to timely file reports required by Section 16(a) during the most recent full fiscal year.

Advance Notice Requirements for Stockholder Proposals

Stockholder proposals submitted for inclusion in the Company’s proxy materials for its annual meeting of stockholders should be submitted to the Company in accordance with the deadline provided by it in its proxy statement.

Notice of any proposal that is not submitted for inclusion in the Company’s proxy materials, but instead is sought to be presented directly at its annual meeting of stockholders, should be submitted to the Company in accordance with the deadline provided by it in its proxy statement, and in accordance with its Bylaws.

Related Person Transactions

In 2009, BBSI purchased 1.25 acres of riverfront property on the Columbia River in Washougal, Washington, for a total cost of $1.5 million. The purchase price was paid with cash of $1,000,000 and a note payable in the face amount of $500,000. Effective December 23, 2009, the Company entered into a triple net ground lease between BBSI and an entity formed by William W. Sherertz, who was the Company’s Chief Executive Officer, and an outside third party for purposes of constructing, owning, and operating a restaurant on the property. The lease required annual cash payments by the entity of $25,000 through 2011 and 5% of the restaurant’s gross receipts thereafter through the end of the lease in December 2020. BBSI is responsible for paying all real property taxes on the property. Both the Company’s acquisition of the real property in 2009 and entry into the lease with the entity in 2010 were unanimously approved by the members of the Audit Committee. Upon Mr. Sherertz’s death, his interest in the entity formed to construct and operate the restaurant was transferred to the Estate, which holds approximately 25.13% of BBSI’s outstanding Common Stock. The Estate has a line of credit in the amount of $1,500,000 for completion of the restaurant, secured by the property and by BBSI stock beneficially owned by the Estate.

Oregon Logistics Distribution Company (“OLDC”), an employee leasing company which employs Ms. Sherertz and is owned by the Estate has approximately 35 employees leased from BBSI and working for a Seattle company. OLDC pays BBSI approximately $900,000 to $1,000,000 annually.

Certain information concerning BBSI contained in this Proxy Statement, and the information provided in Schedule II, has been taken from, or is based upon, publicly available information. We have not independently verified the accuracy or completeness of such information.

WE URGE YOU TO SIGN, DATE AND RETURN THE GREEN PROXY CARD IN FAVOR OF THE ELECTION OF OUR NOMINEES.

STOCKHOLDERS FOR BBSI VALUE

January [30], 2012

SCHEDULE I

TRANSACTIONS IN EACH CLASS OF SECURITIES OF BARRETT BUSINESS SERVICES, INC.

BY THE PARTICIPANTS DURING THE PAST TWO YEARS

EXCEPT AS OTHERWISE SPECIFIED, ALL PURCHASES AND SALES WERE

MADE IN THE OPEN MARKET

Estate of William W. Sherertz

SCHEDULE II

The following table is compiled from stockholder disclosures of ownership of the Company’s Common Stock filed with the Commission on Schedule 13D and Schedule 13G as of the date of this Proxy Statement as well as the Company’s Proxy Statement for fiscal year ended December 31, 2010 filed with the Commission on April 18, 2011. The Percent of Class was calculated using the number of shares of the Company’s Common Stock outstanding as of October 28, 2011, which number was 9,892,396 according to the Form 10-Q for the quarter ended September 30, 2011 filed with the Commission by the Company on November 9, 2011. We have not independently verified the accuracy or completeness of this information, and only the information relating to Ms. Sherertz and to the Estate is within our knowledge.

PRINCIPAL STOCKHOLDERS

IMPORTANT

Please review this document and the enclosed materials carefully. YOUR VOTE IS VERY IMPORTANT, no matter how many or how few shares of Common Stock you own.

If you have any questions concerning this Proxy Statement, would like to request additional copies of this Proxy Statement, or need help voting your shares of Common Stock, please contact our proxy solicitor.

Okapi Partners LLC

437 Madison Avenue, 28^th Floor

New York, New York 10022

(212) 297-0720

Shareholders Call Toll-Free: (877) 869-0171

Email: info@okapipartners.com

PRELIMINARY COPY – SUBJECT TO COMPLETION

GREEN PROXY CARD

BARRETT BUSINESS SERVICES, INC.

SPECIAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF

STOCKHOLDERS FOR BBSI VALUE

THE BOARD OF DIRECTORS OF BARRETT BUSINESS SERVICES, INC.

IS NOT SOLICITING THIS PROXY

P R O X Y

The undersigned appoints Kimberly J. Jacobsen Sherertz proxy and agent with full power of substitution to vote all shares of Common Stock of Barrett Business Services, Inc. (the “Company”) which the undersigned owned and would be entitled to vote if personally present at the special meeting of stockholders scheduled to be held on [March 13, 2012], 2012 at [11:00] [a.m.] Pacific Time at [The Heathman Lodge], [7801 NE Greenwood Drive], [Vancouver, Washington], [98662],(including any adjournments, postponements or continuations thereof, the “Special Meeting”).

The undersigned hereby revokes any other proxy or proxies heretofore given to vote or act with respect to the shares of Common Stock of the Company held by the undersigned, and hereby ratifies and confirms all action the herein named attorneys and proxies, their substitutes, or any of them may lawfully take by virtue hereof. If properly executed, this Proxy will be voted as directed on the reverse and in the discretion of the herein named proxies and agents or their substitutes with respect to any other matters as may properly come before the Special Meeting that are unknown to the participants in this solicitation (collectively, “Stockholders for BBSI Value”) a reasonable time before the date of this Proxy Statement.

IF NO DIRECTION IS INDICATED WITH RESPECT TO PROPOSAL NO. 1 ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED TO “REMOVE” ALL FIVE DIRECTORS.

IF NO DIRECTION IS INDICATED WITH RESPECT TO PROPOSAL NO. 2 ON THE REVERSE SIDE, THIS PROXY WIL BE VOTED “FOR” PROPOSAL NO. 2.

This Proxy will be valid until the completion of the Special Meeting. This Proxy will only be valid in connection with Kimberly J. Jacobsen Sherertz’s solicitation, on behalf of Stockholders for BBSI Value, of proxies for the Special Meeting.

IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

PRELIMINARY COPY – SUBJECT TO COMPLETION

GREEN PROXY CARD

STOCKHOLDERS FOR BBSI VALUE RECOMMENDS A VOTE TO “REMOVE” THE FIVE DIRECTORS NAMED IN PROPOSAL 1 AND A VOTE “FOR” ALL NOMINEES IN PROPOSAL NO. 2.

x Please mark vote as in this example

Proposal No. 1: Removal of Directors

Stockholders for BBSI Value’s proposal to Remove the Five Directors (Messrs. Thomas Carley, James Hicks, Roger Johnson, Jon Justesen and Anthony Meeker).

Proposal No. 2: Election of Directors

Stockholders for BBSI Value’s proposal to elect its slate of director nominees to the Company’s Board of Directors.

To vote in BBSI Stockholders for Value’s discretion on all other matters as may properly come before the Special Meeting, including any matters incidental to the conduct of the Special Meeting, which are not known within a reasonable time before the date of this Proxy Statement.

NOTE: IF YOU DO NOT WISH FOR YOUR SHARES TO BE VOTED TO “REMOVE” ONE OR MORE OF THE FIVE DIRECTORS, MARK THE “REMOVE ALL EXCEPT DIRECTOR(S)” BOX AND WRITE THE NAME(S) OF THE FIVE DIRECTORS YOU DO NOT WANT TO REMOVE FROM THE BOARD ON THE LINE BELOW. YOUR SHARES WILL BE VOTED TO REMOVE THE REMAINING FIVE DIRECTORS.

IF YOU DO NOT WISH FOR YOUR SHARES TO BE VOTED “FOR” A PARTICULAR NOMINEE, MARK THE “FOR ALL EXCEPT NOMINEE(S)” BOX AND WRITE THE NAME(S) OF THE NOMINEE(S) YOU DO NOT SUPPORT ON THE LINE BELOW. YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).

WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE CAPACITY IN WHICH SIGNING. PLEASE SIGN EXACTLY AS NAME APPEARS ON THIS PROXY.