Barrett Business Services (BBSI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 2, 2025, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Notice and proxy materials distributed via internet and mail, with householding practices to reduce costs.

• Record date for voting is April 7, 2025, with 25,680,212 shares outstanding; recent 4-for-1 stock split and charter amendment increased authorized shares.

Voting matters and shareholder proposals

• Shareholders will vote on electing nine directors, an advisory say-on-pay vote, and ratification of Deloitte & Touche LLP as independent auditor for 2025.

• Proxy access allows long-term shareholders to nominate directors; deadlines for 2026 proposals and nominations are specified.

Board of directors and corporate governance

• Board consists of nine members, with a majority classified as independent under Nasdaq rules.

• Board leadership is separated between the CEO and Chairman roles; outside directors meet in executive session at least twice annually.

• Four standing committees: Audit and Compliance, Compensation, Nominating and Governance, and Risk Management, each with defined charters and independent membership.

• Board and committee attendance exceeded 93% in 2024.

• Director compensation includes cash retainers and RSUs; stock ownership guidelines apply to directors and executives.