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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): May 11, 2023
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:
| | | | | | | | |
| 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 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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 11, 2023, TrueBlue, Inc. held its annual meeting of shareholders. A total of 30,204,890 shares of the company’s common stock outstanding and entitled to vote were present at the annual meeting in person or by proxy. At the annual meeting, the shareholders voted to: (a) elect each of the eight nominees for director to serve until the 2024 Annual Meeting of Shareholders, (b) approve, on an advisory basis, an annual frequency on future advisory votes on executive compensation, (c) approve, on an advisory basis, the compensation of the company’s named executive officers, (d) approve the amendment and restatement of the 2016 Omnibus Incentive Plan, (e) approve the amendment and restatement of the 2010 Employee Stock Purchase Plan and (f) ratify the selection of Deloitte & Touche LLP to be the company’s independent registered public accounting firm for the fiscal year ending December 31, 2023.
The voting results were as follows:
(a)Election of Directors:
| | | | | | | | | | | | | | | |
| Nominee | For | Against | Abstain | Broker Non-Votes | |
| Colleen B. Brown | 28,866,885 | 171,934 | 4,339 | 1,161,732 | |
| Steven C. Cooper | 28,915,936 | 122,890 | 4,332 | 1,161,732 | |
| William C. Goings | 28,894,097 | 144,372 | 4,689 | 1,161,732 | |
| Kim Harris Jones | 28,904,207 | 134,412 | 4,539 | 1,161,732 | |
| R. Chris Kreidler | 28,911,317 | 128,203 | 3,638 | 1,161,732 | |
| Sonita F. Lontoh | 28,909,316 | 130,153 | 3,689 | 1,161,732 | |
| Jeffrey B. Sakaguchi | 28,304,998 | 734,522 | 3,638 | 1,161,732 | |
| Kristi A. Savacool | 28,792,977 | 246,543 | 3,638 | 1,161,732 | |
(b)Advisory vote on the frequency of future advisory votes on executive compensation:
| | | | | | | | | | | | | | |
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes |
| 26,238,173 | 2,617 | 2,767,679 | 34,689 | 1,161,732 |
After consideration of these voting results and other factors, the company’s Board of Directors determined that the company will continue to hold an advisory say-on-pay vote annually. The company’s Board of Directors will re-evaluate this determination after the next shareholder advisory vote on the frequency of say-on-pay votes.
(c)Advisory vote on compensation of the company’s named executive officers:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 25,477,400 | 3,528,043 | 37,715 | 1,161,732 |
(d)Approval of the amendment and restatement of the company’s 2016 Omnibus Incentive Plan:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 27,027,436 | 1,966,267 | 49,455 | 1,161,732 |
(e)Approval of the amendment and restatement of the company’s 2010 Employee Stock Purchase Plan:
| | | | | | | | | | | |
| For | Against | Abstain | Broker Non-Votes |
| 28,877,316 | 114,870 | 50,972 | 1,161,732 |
(f)Ratification of the appointment of Deloitte & Touche LLP to be the company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
| | | | | | | | |
| For | Against | Abstain |
| 29,957,587 | 235,893 | 11,410 |
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| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits
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Exhibit
Number | Exhibit Description | Filed Herewith |
| | |
| 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) |
| | |
| Date: | May 15, 2023 | By: | | /s/ Garrett R. Ferencz |
| | | | Garrett R. Ferencz |
| | | | Executive Vice President, Chief Legal Officer |
