UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 3, 2023
BGSF, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Delaware | 001-36704 | 26-0656684 |
(State or Other Jurisdiction of
Incorporation) | (Commission File Number) | (I.R.S. Employer Identification
Number) |
5850 Granite Parkway, Suite 730
Plano, Texas 75024
(Address of principal executive offices, including zip code)
(972) 692-2400
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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 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. ¨
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock | BGSF | NYSE |
EXPLANATORY NOTE
BGSF, Inc. (the “Company” or “we” or “us”) filed a Current Report on Form 8-K with the Securities and Exchange Commission on April 20, 2023 (the “Original Filing”) to report certain disclosures therein under Item 5.02. This Form 8-K/A is being filed to amend Item 5.02 of the Original Filing solely to provide the required board committee information described under Item 5.02 below. No other amendments are being made to the Original Filing.
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Appointment of a New Director
As previously reported in the Original Filing, on April 14, 2023, the Board of Directors (the “Board”) of BGSF, Inc. (“BGSF” or the “Company”) appointed Donna Carroll to the Board as a Class I director, bringing the total number of Board members to seven.
The Board concluded that Ms. Carroll should serve as a director of the Company in light of her substantial experience in the professional services and staffing industry. The Board determined that Ms. Carroll is an independent director for purposes of the rules and regulations of the Securities and Exchange Commission and under the NYSE listing standards. The appointment of Ms Carroll brings the total number of independent directors to six directors.
On May 3, 2023, the Board appointed Ms. Carroll to the Audit Committee and the Compensation Committee.
Ms. Carroll has served as the Founder and President of Human Factor, LLC, a provider of advisory, consulting, and leadership development services to public sector and non-profit organizations since July 2020. From January 2017 to July 2020, Ms. Carroll served, among other roles, as Chief Sales Officer of Supplemental Health Care, a private healthcare staffing and professional services company. Ms. Carroll is also member of the Board of Directors of Champions Community Foundation, Inc., on the Leadership Advisory Council of the Women Business Collaborative, and a former advisory Board member of Phaidon International. She attended Kalamazoo Valley Community College and holds a Certificate in Leading Change and Organizational Leadership from the University of Georgia – Terry College of Business, and a Certificate in the Future of Work: Leading Modern Workplaces through the Wharton School of the University of Pennsylvania. Additionally, she is a Certified Professional Coach and COR.E Dynamics | Leadership Dynamics Specialist.
Ms. Carroll will receive an annual retainer of $45,000 and an annual issuance of BGSF restricted stock grants of $75,000 (issued in quarterly increments) for her service on the Board. The Company will also reimburse Ms. Carroll for all reasonable out-of-pocket expenses incurred in connection with her attendance at meetings of the Board and any committees thereof, including, without limitation, travel, lodging and meal expenses.
The Company has entered into or will enter into customary indemnification agreements with Ms. Carroll which clarify and supplement indemnification provisions already contained in the Company’s bylaws and generally provide for indemnification to the fullest extent permitted by Delaware law, subject to certain exceptions, against expenses, judgments, fines and other amounts actually and reasonably incurred in connection with her service as a director and also provide for rights to advancement of expenses.
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| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
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| Exhibit No. | Description |
| 99.1 | |
| 104.0* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
•Filed herewith. | | |
SIGNATURES
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 hereunto duly authorized.
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| | | | BGSF, INC. |
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| Date: | May 9, 2023 | | /s/ John Barnett |
| | | Name:
Title: | John Barnett
Chief Financial Officer and Secretary
(Principal Financial Officer) |
