Trueblue (TBI) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 14, 2025, will be held virtually, with shareholders able to submit questions and vote online, by phone, or by mail.

• Proxy materials and the 2024 Annual Report are available online, with a focus on resource conservation and cost reduction in delivery.

• 2024 business highlights include $1.6 billion in revenue, $11.2 million in adjusted EBITDA, and $21.1 million returned to shareholders via stock repurchases.

• Operations were streamlined, including the divestiture of a non-core business and technology enhancements such as a new JobStack app launch.

Voting matters and shareholder proposals

• Shareholders will vote on: election of nine directors (eight independent), advisory approval of executive compensation, approval of the amended 2016 Omnibus Incentive Plan, and ratification of Deloitte & Touche LLP as auditor.

• Board recommends voting FOR all proposals; brokers cannot vote on director election, say-on-pay, or incentive plan without instructions.

Board of directors and corporate governance

• Board consists of nine directors, eight of whom are independent; all directors are elected annually by majority vote.

• Board Chair and CEO roles are separated; succession planning and annual evaluations are in place.

• Four standing committees: Audit, Compensation, Governance, and Innovation & Technology, all with independent members except the I&T Committee.

• Board and committees conduct annual self-evaluations and ongoing feedback to improve effectiveness.

• Directors and executives are subject to meaningful stock ownership guidelines and anti-hedging policies.