Barrett Business Services (BBSI) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 1, 2026, to be held virtually, with voting on key proposals including director elections, an amendment to the stock incentive plan, executive compensation, and auditor ratification.

• Proxy materials are distributed via internet access and householding is used to reduce costs.

• Record date for voting is April 6, 2026, with 24,559,649 shares outstanding, each entitled to one vote.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors, approval of the Second Amended and Restated 2020 Stock Incentive Plan (increasing shares for awards from 2.9M to 4.1M), advisory approval of executive compensation, and ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Proxy access allows shareholders owning 3%+ for three years to nominate up to two directors for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of nine members, with a majority classified as independent under Nasdaq rules.

• Chairman and CEO roles are separated; outside directors meet in executive session at least twice a year.

• Four standing committees: Audit and Compliance, Compensation, Nominating and Governance, and Risk Management, each with defined charters and independent membership.

• Board and committee meetings had 100% attendance in 2025.

• Stock ownership guidelines require directors and executives to hold shares equal to at least three times their annual retainer or salary.