UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 24, 2020
TrueBlue, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Washington
(State or Other Jurisdiction
of Incorporation)
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| 001-14543 | | 91-1287341 |
(Commission
File Number) | | (IRS Employer
Identification No.) |
1015 A Street, Tacoma, Washington 98402
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (253) 383-9101
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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, no par value | TBI | New York Stock Exchange |
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. ☐
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 27, 2020, TrueBlue, Inc. (the “Company”) announced the appointment and election of Robert (Chris) Kreidler to the Company’s board of directors, effective immediately.
Mr. Kreidler currently serves as a Senior Advisor to McKinsey & Co. and as a non-executive board member of Individual Food Service and Alyasra Foods (Kuwait). Mr. Kreidler was the Chief Financial Officer for Sysco Corporation from 2009-2015. Prior to that, Mr. Kreidler served as the Chief Financial Officer and Chief Customer Officer for C&S Wholesale Grocers, and spent over 11 years at Yum! Brands, where he held multiple roles, ultimately serving as SVP Strategy and Global Treasurer. In connection with his election as a director of the Company, Mr. Kreidler was appointed to serve on the Company’s Audit, Nominating and Corporate Governance, and Innovation and Technology committees.
There are no arrangements or understandings between Mr. Kreidler and any other persons pursuant to which Mr. Kreidler was selected as a director. There are no transactions since the beginning of the Company’s last fiscal year, or any currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Kreidler, or any member of his immediate family, has a direct or indirect material interest.
Mr. Kreidler will be entitled to receive the same compensation for service as director as is provided to other non-employee directors of the Company (on a prorated basis for 2020), and will be able to participate in the Company’s Equity Retainer and Deferred Compensation Plan for Non-Employee Directors, in each case as described in more detail in the Company’s 2020 Proxy Statement under the heading “Compensation of Directors.”
On July 27, 2020, the Company issued a press release announcing the appointment of Mr. Kreidler, a copy of which is furnished as Exhibit 99.1 to this Form 8-K.
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| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits
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Exhibit
Number | Exhibit Description | Filed Herewith |
| 99.1 | | X |
| 104 | Cover page interactive data file - The cover page from this Current Report on Form 8-K is formatted as Inline XBRL | X |
SIGNATURE
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.
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| | | TRUEBLUE, INC. | | |
| | (Registrant) | | |
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| Date: | July 27, 2020 | By: | | /s/ Todd N. Gilman |
| | | | Todd N. Gilman |
| | | | Senior Vice President, Deputy General Counsel & Secretary |
