Amended Current Report Filing (8-k/a)
June 14 2019 - 4:46PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 29, 2019
BARRETT
BUSINESS SERVICES, INC.
(Exact name of registrant as specified in
charter)
Maryland
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0-21886
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52-0812977
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(State of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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8100 N.E. Parkway Drive, Suite 200
Vancouver, Washington
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98662
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including
area code: (360) 828-0700
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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BBSI
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The Nasdaq Stock Market LLC
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Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company
¨
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Explanatory Note
This Amendment No. 1 on Form 8-K/A amends the Current Report
on Form 8-K filed on June 4, 2019 (the "Original 8-K") by Barrett Business Services, Inc. (the "Company").
The Original 8-K reported the results of the matters submitted to a vote by the Company's stockholders at the Company's 2019 Annual
Meeting of Stockholders held on May 29, 2019. The purpose of this Amendment is to correct errors in the reported voting results.
All other disclosures in the Original 8-K are unchanged.
Item
5.07. Submission of Matters to a Vote of Security Holders.
(a)
Barrett Business Services, Inc. (the "Company"), held its annual meeting of stockholders on May 29, 2019 (the "Annual Meeting").
(b)
The matters considered and voted on by the Company's stockholders at the Annual Meeting and the voting results were as follows:
Proposal
1. Seven directors were elected, each for a one-year term, by the votes indicated.
Nominee
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Shares Voted For
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Shares Voted
Against
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Abstentions
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Broker Non-Votes
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Thomas J. Carley
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5,116,055
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683,205
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291,573
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669,538
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Thomas B. Cusick
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5,767,075
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32,025
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291,733
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669,538
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Michael L. Elich
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5,718,396
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80,690
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291,747
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669,538
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James B. Hicks, Ph.D.
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5,692,186
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107,074
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291,573
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669,538
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Jon L. Justesen
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4,360,411
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1,425,422
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305,000
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669,538
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Anthony Meeker
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5,195,623
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603,130
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292,080
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669,538
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Vincent P. Price
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5,181,238
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617,955
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291,640
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669,538
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Proposal 2. Approval of 2019 Employee
Stock Purchase Plan.
Shares
Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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6,082,528
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6,426
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1,879
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669,538
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Proposal 3. Approval, by non-binding
vote, of the compensation paid to the Company's named executive officers.
Shares
Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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5,809,936
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164,581
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116,316
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669,538
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Proposal 4. Ratification of the selection of Deloitte
and Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2019.
Shares Voted For
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Shares Voted Against
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Abstentions
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6,751,452
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5,372
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3,547
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Proposal 5. Stockholder Proposal in Support
of Proxy Access Bylaw.
Shares Voted For
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Shares Voted Against
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Abstentions
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Broker Non-Votes
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3,822,485
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2,252,815
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15,533
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669,538
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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BARRETT BUSINESS SERVICES, INC.
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Dated: June 14, 2019
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By:
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/s/ Gary E. Kramer
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Gary E. Kramer
Vice President-Finance, Treasurer and Secretary
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