Washington, D.C. 20549




(Amendment No. 1)



Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 1, 2017



(Exact name of registrant as specified in charter)


Maryland 0-21886 52-0812977
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)



8100 N.E. Parkway Drive, Suite 200

Vancouver, Washington

  (Address of principal executive offices)   (Zip Code)  


Registrant’s telephone number, including area code: (360) 828-0700


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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


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).


Emerging growth company


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.





Explanatory Note


This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed on June 5, 2017 (the "Original 8-K") by Barrett Business Services, Inc. (the "Company"). The Original 8-K reported the results of the matters submitted to a vote by the Company's stockholders at the Company's 2017 Annual Meeting of Stockholders held on June 1, 2017. The purpose of this Amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company's decision as to how frequently the Company will conduct future stockholder advisory votes regarding executive compensation. All other disclosures in the Original 8-K are unchanged.


Item 5.07. Submission of Matters to a Vote of Security Holders.


(a) The 2017 annual meeting of stockholders of Barrett Business Services, Inc. (the "Company") was held on June 1, 2017.


(b) The matters considered and voted on by the Company's stockholders at the annual meeting and the voting results were as follows:


Proposal 1. Seven directors were elected, each for a one-year term, by the votes indicated.


Nominee  Shares Voted For  Shares Voted Against  Abstentions  Broker Non-Votes
Thomas J. Carley  5,363,643  97,960  15,360  1,204,029
Thomas B. Cusick  5,423,031  30,637  23,295  1,204,029
Michael L. Elich  5,378,553  75,115  23,295  1,204,029
James B. Hicks, Ph.D.  3,838,326  1,615,342  23,295  1,204,029
Jon L. Justesen  3,917,187  1,536,481  23,295  1,204,029
Anthony Meeker  3,805,430  1,648,238  23,295  1,204,029
Vincent P. Price  5,427,962  25,706  23,295  1,204,029


Proposal 2. Approval, by non-binding vote, of the compensation paid to the Company's named executive officers.


Shares Voted For  Shares Voted Against  Abstentions  Broker Non-Votes
 5,205,044    142,683    129,236    1,204,029 


Proposal 3. Approval, by non-binding vote, of annual advisory votes on executive compensation.


One Year  Two Years  Three Years  Abstentions  Broker Non-Votes
4,710,083  5,458  655,904  105,518  1,204,029





Proposal 4. Ratification of the selection of Deloitte and Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2017.


Shares Voted For  Shares Voted Against  Abstentions
6,674,713  5,661  618


(d)       After consideration of the results of the advisory vote on the frequency of future advisory votes on executive compensation in Proposal 3 above and other factors, the Company's board of directors determined, at a meeting held on June 9, 2017, that advisory votes on executive compensation (similar to Proposal 2 above) will be submitted to stockholders on an annual basis until the next advisory stockholder vote on the frequency of these advisory votes is held.





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.


Dated:  June 15, 2017   By:  /s/ Gary E. Kramer
      Gary E. Kramer
      Vice President-Finance, Treasurer and Secretary