BGSF (BGSF) Proxy Filing summary

Executive summary

• A special meeting is called for shareholders to vote on the sale of substantially all assets of the Professional Division for $99 million in cash to INSPYR Solutions Intermediate, LLC, with the Board unanimously recommending approval of the sale, related executive compensation, and potential adjournment to solicit more votes if needed.

• The sale is structured to transfer assets and liabilities to a subsidiary, followed by the sale of equity interests in both domestic and foreign subsidiaries, with the proceeds intended to pay down debt and invest in the Property Management segment.

• The transaction is subject to customary closing conditions, including majority shareholder approval, and is expected to close in the second half of 2025.

Voting matters and shareholder proposals

• Shareholders are asked to vote on three proposals: (1) approval of the sale, (2) advisory approval of executive compensation related to the sale, and (3) adjournment of the meeting if more votes are needed.

• 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.

• The Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• The Board conducted a strategic review, engaged Houlihan Lokey as financial advisor, and evaluated multiple alternatives before selecting the proposed transaction.

• The Board unanimously determined the sale is fair and in the best interests of shareholders, considering financial, strategic, and operational factors.

• The Board’s recommendation is based on the certainty of all-cash consideration, the reputation and financial capacity of the buyer, and the absence of a financing contingency.