BGSF (BGSF) Proxy Filing summary

Executive summary

• Entered an exclusive agreement to divest the Professional Division to INSPYR Solutions, aiming for focused growth and long-term success for both organizations.

• A 6-month Transition Services Agreement with two optional 3-month extensions will ensure a smooth handoff and continued support post-transaction.

• Forward-looking statements address expectations for operational and financial performance, integration, and future business plans following the sale.

Voting matters and shareholder proposals

• Shareholder approval is required for the proposed divestiture; a proxy statement will be filed and distributed before the vote.

• Shareholders are urged to read the definitive proxy statement in its entirety when available, as it will contain important information about the transaction.

Board of directors and corporate governance

• Directors, executive officers, and certain employees may participate in soliciting proxies for the transaction.

• Information about directors and executive officers is available in the most recent Annual Report on Form 10-K.