SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
|(State or other jurisdiction of
|(Commission File Number)||(IRS Employer Identification |
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including
area code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading
|Name of each exchange on which|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) Effective April 7, 2021, the Board of Directors (the "Board") of Barrett Business Services, Inc. (the "Company"), approved an increase in the number of positions on the Board from eight to nine and appointed Carla A. Moradi to fill the vacancy resulting from the increase for a term expiring at the Company's 2021 annual meeting of stockholders, at which time she is expected to stand for re-election. The Board also appointed Ms. Moradi to serve as an additional member of the Risk Management Committee and the Audit and Compliance Committee, effective concurrently with her appointment as a director.
Ms. Moradi will be compensated for her services as a director consistent with the Company's standard practices for non-employee directors. The current applicable standard arrangements provide for payment of an annual cash retainer of $60,000, payable in monthly installments. In addition, as a member of the Risk Management Committee and the Audit and Compliance Committee, Ms. Moradi will receive additional annual cash retainers of $5,000 and $7,500, respectively. Ms. Moradi also received an award of restricted stock units ("RSUs") relating to 245 shares of the Company’s common stock effective on the date of her appointment as a director that will vest in full on July 1, 2021. Each RSU represents a contingent right to receive one share. Outside directors also receive an annual award of RSUs as of July 1 of each year that vest in full one year following the grant date.
There are no transactions in which Ms. Moradi has an interest requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between her and any other executive officer or director of the Company. Other than the compensation arrangements described above, there is no arrangement or understanding between Ms. Moradi and any other persons or entities pursuant to which Ms. Moradi was appointed as a director of the Company.
Item 7.01. Regulation FD Disclosure.
On April 9, 2021, the Company issued a press release announcing Ms. Moradi’s appointment to the Board. The press release is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: The following exhibit is furnished with this Form 8-K:
|99.1||Press Release dated April 9, 2021.|
|104.1||Cover Page Interactive Data File (embedded within the Inline XBRL document).|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|BARRETT BUSINESS SERVICES, INC.|
|Dated: April 9, 2021||By:||/s/ James R. Potts|
|James R. Potts|
Executive Vice President, General Counsel and Secretary