BGSF (BGSF) Proxy filing summary

Executive summary

• The annual meeting is scheduled for November 4, 2026, with voting on director elections, auditor ratification, and executive compensation approval.

• Stockholders of record as of September 8, 2026, are eligible to vote, with 10,679,765 shares outstanding.

• Proxy materials are available online or by mail, and voting can be done via Internet, mail, or in person.

Voting matters and shareholder proposals

• Proposals include electing two Class III directors, ratifying Whitley Penn LLP as auditor, and a non-binding say-on-pay vote.

• Shareholder proposals for the 2027 meeting must be received by May 28, 2027, with additional requirements for nominations.

Board of directors and corporate governance

• The board consists of five directors, all deemed independent under NYSE rules.

• Board leadership is separated between the chairman and CEO roles.

• Committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and responsibilities.

• Corporate governance guidelines, code of ethics, whistleblower, clawback, and insider trading policies are in place.