Trueblue Inc

This advisory (non-binding) proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy. Management is seeking this annual say-on-pay vote to confirm that its pay-for-performance framework and incentive design are aligned with shareholder interests; the Board emphasizes a mix of short-term cash incentives and long-term equity with both time-based RSUs and performance share units (PSUs) tied to Adjusted EBITDA and relative TSR. The Compensation Committee uses an independent consultant and a peer group benchmark to set pay targets, incorporates clawback policies, stock ownership guidelines, and anti-hedging rules, and adjusted the weighting of STI and LTI metrics for 2026 to increase financial performance emphasis. The Board notes that a substantial portion of NEO pay is performance contingent and that 2025 payouts were limited by missed Adjusted EBITDA thresholds while other components (relative revenue growth and individual goals) produced partial payouts. Although non-binding, the Board will consider the vote outcome when setting future compensation and views the program as necessary to attract and retain executive talent while driving long-term shareholder value. Potential investor concerns include the size of equity run-rate, the use of Adjusted EBITDA adjustments, and change-in-control protections; management responds by highlighting governance safeguards, annual investor engagement, and alignment features such as rTSR inclusion and PSU vesting mechanics. Given these design choices the Board recommends a FOR vote to reaffirm the alignment between executive incentives and shareholder value creation.

This proposal asks shareholders to approve an amendment and restatement of the Company’s 2016 Omnibus Incentive Plan that would add 1,850,000 shares to the plan reserve, increasing the total available share pool for equity awards. Management frames the request as a routine refresh to ensure the Company has sufficient equity available to attract, retain, and motivate employees, executives, and directors in a competitive labor market; the Compensation Committee controls grants and uses performance-based PSUs (50% of NEO awards) alongside time-vested RSUs to limit dilution and align pay with results. The filing provides detailed guardrails—such as limits on awards to any one participant, a $500,000 per-director cap (with exceptions for elections in lieu of cash), minimum vesting requirements, no repricing without shareholder approval, and clawback provisions—to mitigate shareholder concerns about excessive dilution or weak oversight. The proposal context includes disclosure of current run-rate, existing outstanding RSUs/PSUs, and that just 157,389 shares remain available under the existing plan before the proposed increase, demonstrating a near-term need. Approving the amendment would maintain the Company’s ability to offer competitive equity packages, but investors should evaluate incremental dilution (1,850,000 new shares versus ~30.36 million shares outstanding) and run-rate implications relative to peer practices and retention outcomes. The Board recommends FOR given the plan’s governance features, committee oversight, and the role of equity in aligning long-term management incentives with shareholders; however, sophisticated investors may probe the Company on quantitative grant pacing, historical burn rate, and alternative retention tools before voting.