Independent
Tenure on this board
12.1 yrs
2 nominees · 3 ballot items.
Stockholders will vote on the election of two Class III directors, ratification of Whitley Penn LLP as the independent registered public accounting firm for fiscal 2026, and advisory approval of named executive officer compensation.
Elect C. David Allen, Jr. and Douglas E. Hailey to serve as Class III directors.
Ratify the Audit Committee’s appointment of Whitley Penn LLP as BGSF’s independent registered public accounting firm for the 2026 fiscal year ending December 27, 2026.
Approve, on a non-binding advisory basis, the compensation of BGSF’s named executive officers for fiscal 2025 as disclosed in the proxy statement.
Proposal Three asks stockholders to approve, on a non-binding advisory basis, the overall compensation of BGSF’s named executive officers for fiscal 2025. The vote covers the compensation tables and related narrative disclosures rather than any single salary, bonus, equity award, or severance arrangement. The proposal is required under Section 14A of the Exchange Act at least once every three years, while BGSF has chosen to hold the vote annually. Management states that the Compensation Committee’s program is intended to provide competitive compensation reflecting executive performance, job complexity, and strategic value. The company also identifies retention incentives, performance incentives, and alignment with shareholder interests as objectives of the program. The fiscal 2025 named executive officer group included Beth Garvey, John Barnett, Kelly Brown, and Keith Schroeder, with significant leadership transitions during the year. The disclosure shows compensation arrangements involving salary, bonuses, stock and option awards, severance, and changes in executive roles, providing important context for the advisory vote. The vote will not bind BGSF, its Board, or any Board committee, but the Compensation Committee will consider the result in evaluating the compensation program and setting future compensation. The Board recommends voting FOR the resolution because it believes the disclosed program provides an appropriate and competitive package aligned with performance, retention, strategic value, and stockholder interests.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Tieton Capital Management, LLC | 5.93% | 633,407 | $4M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.54% | 484,995 | $3M |
| 3 | Pacific Ridge Capital Partners, LLC | 3.57% | 381,083 | $2M |
| 4 | SEI INVESTMENTS CO | 1.32% | 140,798 | $804K |
| 5 | BlackRock, Inc. | 1.17% | 125,380 | $716K |
| 6 | DIMENSIONAL FUND ADVISORS LP | 1.16% | 124,016 | $708K |
| 7 | BRIDGEWAY CAPITAL MANAGEMENT, LLC | 0.95% | 101,635 | $580K |
| 8 | CITADEL ADVISORS LLC | 0.82% | 87,961 | $502K |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 0.82% | 87,295 | $499K |
| 10 | SUSQUEHANNA INTERNATIONAL GROUP, LLP | 0.76% | 81,014 | $463K |
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