BGSF (BGSF) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for November 5, 2025, with voting on director elections, auditor ratification, amendments to equity plans, and advisory votes on executive compensation and its frequency.

• Shareholders of record as of September 12, 2025, are eligible to vote, with 11,172,258 shares outstanding.

• Voting can be done online, by mail, or in person, with detailed instructions provided.

Voting matters and shareholder proposals

• Election of two Class II directors: Richard L. Baum, Jr. and Paul A. Seid.

• Ratification of Whitley Penn LLP as independent auditor for fiscal 2025.

• Amendments to the 2013 Long-Term Incentive Plan and 2020 Employee Stock Purchase Plan to add 250,000 shares each.

• Advisory vote on executive compensation (Say-on-Pay) and on the frequency of such votes, with the board recommending every three years.

Board of directors and corporate governance

• The board consists of five directors, all deemed independent under NYSE rules.

• Directors are divided into three classes with staggered terms; all attended at least 75% of meetings in 2024.

• Board leadership is separated from the CEO role, with Douglas E. Hailey as Chairman.

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

• No family relationships among directors or executive officers.