UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
 
Date of Report (Date of earliest event reported):
July 31, 2019
 
 
BG STAFFING, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
001-36704
26-0656684
(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer Identification
Number)
  
5850 Granite Parkway, Suite 730
Plano, Texas 75024
(Address of principal executive offices, including zip code)
 
(972) 692-2400
(Registrant’s telephone number, including area code)
 
Not applicable
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ¨
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
BGSF
NYSE American





Item 5.07
Submission of Matters to a Vote of Security Holders.

 
On July 31, 2019, BG Staffing, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on four proposals and cast their votes as described below. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A as filed with the SEC on June 11, 2019.
 
Proposal 1
An election of Class II directors of the Company to serve until the third annual meeting following the Annual Meeting. The following individuals were elected as Class II directors of the Company:
 
Nominee
 
Votes For
 
Votes Withheld
 
Broker Non-votes
Richard L. Baum, Jr.
 
3,784,173
 
1,791,632
 
4,213,058
Paul A. Seid
 
4,250,940
 
1,324,865
 
4,213,058
 
There were no abstentions on this matter.
 

Proposal 2
The proposal to ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2019 was approved based upon the following votes:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-votes
9,674,651
 
62,490
 
51,721
 

Proposal 3
The advisory vote to approve named executive officer compensation ("Say-on-Pay" Vote) was approved based upon the following votes:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-votes
4,862,627
 
477,771
 
235,405
 
4,213,060

Proposal 4
The advisory vote on how frequently shareholders will be provided a "Say-on-Pay" Vote was approved based upon the following votes:
 
The board decided on an every year frequency.
Every Year
 
Every Two Years
 
Every Three Years
 
Abstentions
2,909,747
 
157,012
 
2,127,924
 
381,105






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 hereunto duly authorized.
 
 
 
 
 
BG STAFFING, INC.
 
 
 
 
 
 
Date: August 2, 2019
 
/s/ Dan Hollenbach
 
Name:
Title:
Dan Hollenbach
Chief Financial Officer and Secretary
(Principal Financial Officer)


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