bbsi-ex991_34.htm

Barrett Business Services, Inc. (the "Company"), is authorized to issue 500,000 shares of Preferred Stock, $.01 par value, issuable in series, and 20,500,000 shares of Common Stock, $.01 par value. The Common Stock is listed on the Global Select Market of The Nasdaq Stock Market under the symbol "BBSI."

A special meeting of stockholders may be called for any purpose by the Board or the Company's President, and shall be called upon the written request of stockholders entitled to cast 25 percent of all votes entitled to be cast at the meeting, stating the purpose and matters to be acted on at the meeting. Such stockholders must also pay the costs of mailing the meeting notice to stockholders. A meeting is not required to be called if the matter to be acted on is substantially the same as a matter voted on by the stockholders during the preceding twelve months, unless stockholders entitled to cast a majority of all the votes entitled to be cast at the meeting submit the request.

Any action required or permitted to be taken at a meeting of stockholders may be taken without a meeting by written consent signed by each stockholder entitled to vote on the matter, together with a written waiver of any right to dissent signed by each stockholder entitled to notice of the meeting but not entitled to vote, in each case submitted to the Company's Secretary for filing in the Company's records.

The presence, in person or by proxy, of a majority of all votes entitled to be cast at a meeting of stockholders constitutes a quorum. Shares of Common Stock are entitled to one vote per share on each matter submitted to a vote at a meeting of stockholders.

The number of directors, within a range of three to nine persons, is fixed by the board of directors (the "Board") from time to time by resolution. In an election of directors by stockholders, a director will be elected upon receiving a majority of the votes cast; provided that, if the number of nominees exceeds the number of positions to be filled, directors will be elected by the vote of a plurality of the shares represented in person or by proxy and entitled to vote in the election of directors at the meeting of stockholders. If an incumbent director is nominated but not reelected, the director is required to tender his or her resignation to the Board. The Board's Nominating and Governance Committee will make a recommendation to the Board as to whether to accept or reject the resignation, after which the Board will make a determination and publicly disclose its decision. Voting for directors is not cumulative. At a meeting of stockholders expressly called for that purpose, all or any number of the directors may be removed with or without cause by the affirmative vote of a majority of all votes entitled to be cast in the election of directors.

Except as provided in the next sentence and under "Power to Amend Bylaws" below, if a quorum is present at a meeting of stockholders, a majority of all the votes cast at the meeting is sufficient to approve any other matters properly presented at the meeting. Under the Company's Charter, certain matters requiring stockholder approval, including a merger, consolidation, share exchange, share transfer, amendment of the Charter, or dissolution, will be deemed approved upon receipt of the affirmative vote of a majority of all votes of all classes or any class of stock entitled to be cast on the matter, notwithstanding any provision of the Maryland General Corporation Law requiring a greater proportion of the votes of all classes or any class of stock on such matter.

The stockholders have the power to amend or repeal the Company's Bylaws, or adopt new bylaws, at any meeting of stockholders by the affirmative vote of a majority of all shares entitled to vote at the meeting. The Board also has the power to amend or repeal the Bylaws, or adopt new bylaws, by the affirmative vote of a majority of the total number of directors then authorized, including any vacancies, and subject to the stockholders' power to amend or repeal the Bylaws.

Holders of Common Stock are entitled to dividends when, as and if declared by the Board out of funds legally available therefor (subject to the rights of holders of any Preferred Stock).

Upon liquidation of the Company, after payment or provision for all liabilities and payment of any preferential amount in respect of Preferred Stock, holders of Common Stock are entitled to receive liquidating distributions of any remaining assets on a pro rata basis.

Common Stock is not convertible into any other class of security, is not entitled to the benefit of any sinking fund provision, and does not have any redemption rights or preemptive rights to acquire additional shares of Common Stock or securities convertible into Common Stock. All outstanding shares of Common Stock are fully paid and nonassessable.

The Board of Directors of the Company is authorized to issue Preferred Stock in one or more series, and to determine the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms or conditions of redemption of each series without any vote or action of the stockholders of the Company. This authority is known as "blank check preferred stock." As of July 31, 2018, no shares of Preferred Stock were outstanding.

The Company's Charter and Bylaws contain provisions that may have the effect of discouraging, delaying or preventing a change in control of the Company. Among these provisions, the Board has the authority to issue up to 500,000 shares of Preferred Stock with such rights and preferences, including voting rights, as it may establish, without further approval by the Company's stockholders. The issuance of Preferred Stock with voting and conversion rights may adversely affect the voting power of the holders of Common Stock.

The Company's Bylaws include a provision requiring shareholders to give advance notice of their intention to nominate individuals for election as directors or to propose other business at an annual meeting of stockholders, including:

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Creating procedures for making nominations for election of directors or proposing other business (other than matters submitted for inclusion in the Company's proxy materials pursuant to Rule 14a-8 under the Securities Exchange Act of 1934).

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Requiring notice of stockholder nominations of individuals for election as directors and other stockholder proposals to be brought before an annual meeting of stockholders, other than pursuant to Rule 14a-8, to be submitted not earlier than 120 days and not later than 90 days prior to the one-year anniversary of the mailing date of the Company's proxy materials for the preceding year's annual meeting, with alternative requirements in the event the date of the annual meeting is changed by more than 30 days.

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Requiring the submission of specific information about proposed nominee(s).

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Requiring stockholder proposals to include a brief description of the proposal, the reasons for conducting such business at the meeting, and any material interest of the stockholder in such business.

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Requiring the stockholder giving notice and each beneficial owner of shares of the Company on whose behalf the nomination or proposal is made, to provide specified information regarding each person and their share ownership.

The Company is subject to the Maryland control share act (the "Control Share Act"). Under the Control Share Act, a person (an "Acquiring Person") who acquires voting stock in a transaction (a "Control Share Acquisition") which results in its holding voting power within specified ranges cannot vote the shares it acquires in the Control Share Acquisition ("control shares") unless voting rights are accorded to such control shares by the holders of two-thirds of the outstanding voting shares, excluding the Acquiring Person and the Company's officers and inside directors. The term Acquiring Person is broadly defined to include persons acting as a group.

An Acquiring Person may but is not required to (a) submit to the Company an "Acquiring Person Statement" which delineates certain information about the Acquiring Person and its plans for acquiring the Company's stock and (b) request the Company to call a special meeting of stockholders to act on the question of its voting rights.

If an Acquiring Person Statement is not delivered to the Company within ten days after a Control Share Acquisition or if the control shares are not accorded voting rights, the Company will have the right, subject to certain conditions, to redeem the control shares at fair value determined without regard to the absence of voting rights. If an Acquiring Person's control shares are accorded voting rights and its shares represent a majority or more of all voting power, all stockholders of the Company, other than the Acquiring Person, will have the right to receive "fair value" for their shares, which may not be less than the highest price paid per share by the Acquiring Person for its shares in the Control Share Acquisition.

The Company is also subject to the provisions of the Maryland General Corporation Law limiting the ability of certain Maryland corporations to engage in specified business combinations (the "Business Combination Act"). Subject to certain exceptions, the Business Combination Act prohibits a Maryland corporation from engaging in a business combination with a stockholder who, with its affiliates, owns 10% or more of the corporation's voting stock (an "Interested Stockholder") unless (i) the corporation's board of directors recommends the combination, (ii) stockholders holding 80% of the voting stock approve the business combination, and (iii) stockholders holding two-thirds of the voting stock not owned by the Interested Stockholder approve the business combination. In addition, an Interested Stockholder may not engage in a business combination with the corporation for a period of five years following the date the stockholder becomes an Interested Stockholder. "Business combination" is defined to include any merger with, any transfer of assets to, the provision of financial assistance to, and certain transactions involving the issuance of shares to, the Interested Stockholder. These provisions do not apply, however, to business combinations that are approved or exempted by the corporation's board of directors before the stockholder became an Interested Stockholder.