BGSF (BGSF) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting is scheduled for August 7, 2024, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders of record as of June 10, 2024, are eligible to vote, with 10,956,137 shares outstanding.

• Proxy materials are available online or by mail, and voting can be done via Internet, mail, or in person.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors, ratifying Whitley Penn LLP as auditor, and an advisory say-on-pay vote.

• Shareholder proposals for the 2025 meeting must be received by February 28, 2025, with specific advance notice requirements.

• The Board recommends voting in favor of all proposals.

Board of directors and corporate governance

• The Board consists of seven directors divided into three classes, with two Class I directors up for election.

• Six directors are independent under NYSE rules; all directors attended at least 75% of meetings in 2023.

• The Board has adopted governance guidelines, a code of ethics, whistleblower, clawback, and insider trading policies.

• Standing committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters.