BGSF (BGSF) Proxy Filing summary

Executive summary

• A special meeting is scheduled for September 4, 2025, to vote on the sale of the Professional Division and related subsidiaries for $99 million in cash, subject to adjustments, to INSPYR Solutions Intermediate, LLC, and affiliates.

• The Board unanimously recommends approval of the sale, the related executive compensation, and the potential adjournment to solicit more votes if needed.

• The sale is considered a disposition of substantially all assets under Delaware law and requires majority shareholder approval.

• Proceeds will be used to eliminate debt and invest in the Property Management segment, with the company continuing as a public entity focused on that business.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) the sale proposal, (2) an advisory vote on executive compensation related to the sale, and (3) the adjournment proposal to allow more time for voting if necessary.

• Approval of the sale requires a majority of outstanding shares; the compensation and adjournment proposals require a majority of shares present or represented by proxy.

• Abstentions and broker non-votes count as "against" for the sale but not for the other proposals.

Board of directors and corporate governance

• The Board and its advisors evaluated strategic alternatives, including a full company sale, and determined the sale of the Professional segment was in the best interest of shareholders.

• The Board's decision was based on financial analysis, fairness opinion, and the certainty of an all-cash offer.

• The Board recommends voting "FOR" all proposals.