SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 5, 2020
BARRETT
BUSINESS SERVICES, INC.
(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.) |
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8100 N.E. Parkway Drive, Suite 200
Vancouver, Washington |
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98662 |
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(Address of principal executive offices) |
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(Zip Code) |
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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)) |
| Securities registered pursuant to Section 12(b) of the Act: |
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
| Common Stock, par value $.01 per share |
BBSI |
The Nasdaq Stock Market LLC |
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. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Barrett Business Services, Inc. (“BBSI” or the “Company”),
announced that Gary E. Kramer, BBSI’s Chief Financial Officer (“CFO”), has been appointed to succeed Michael
L. Elich as the Company’s President and Chief Executive Officer (“CEO”) effective March 5, 2020. Mr. Elich, who
has served as President and CEO and as a director of BBSI since 2011, retired from those positions effective March 5, 2020. These
changes are part of an executive management succession and transition process conducted under the supervision of the Nominating
and Governance Committee of BBSI’s Board of Directors (the “Board”). Anthony Harris, BBSI’s Executive Director
of Accounting and Finance and Controller, has been appointed to fill Mr. Kramer’s vacated position as CFO and Principal
Accounting Officer, effective March 5, 2020. Mr. Harris’s title will be Vice President-Finance, Secretary and Treasurer.
Mr. Kramer, age 40, joined BBSI as its CFO in August 2016. Prior
to joining the Company, Mr. Kramer served as Senior Vice President for Global Services at Chubb Limited (formerly ACE Limited)
beginning in 2013. In this role, Mr. Kramer led the Global Services team to support the growth of multinational businesses
and meet the complex underwriting and servicing needs of large multinational customers. He also oversaw the delivery of sophisticated
risk management products, programs, and services through all lines of business underwritten for global programs of U.S.-based companies.
Between 2004 and 2013, Mr. Kramer held a variety of positions within the ACE Group companies, including Divisional Financial Officer
of ACE Financial Solutions, Inc., and Senior Financial Analyst with ACE North America. Other positions held by Mr. Kramer during
his career include Senior Accountant at Admiral Insurance Company from 2002 until 2004, and Treasury Analyst at Kimble Glass from
2000 until 2002. Mr. Kramer received an MBA with a specialization in accounting from Drexel University and a B.S. degree in Business
Administration with a specialization in finance from Rowan University.
Mr. Harris, age 36, joined BBSI in September 2016 as Controller.
He was promoted to Executive Director of Accounting and Finance in March 2018. Prior to joining the Company, Mr. Harris served
as Controller for Holland Partner Group from 2015 to 2016. Previously, Mr. Harris spent nine years with PricewaterhouseCoopers
in various roles in the United States and Australia where he supported publicly traded and large privately held companies. Mr.
Harris is a certified public accountant and received a BBA with a specialization in finance and accounting from Washington State
University.
The Board’s Compensation Committee approved the terms
of compensation for Messrs. Kramer and Harris in connection with their promotions, effective as of March 5, 2020. Mr. Kramer’s
annual base salary level will be $725,000 and Mr. Harris’s will be $350,000. The executives will participate in BBSI’s
annual cash incentive award program, with target amounts of $725,000 for Mr. Kramer and $280,000 for Mr. Harris. For 2020, the
target incentive bonuses will be tied 75% to the achievement of corporate performance goals and 25% to the achievement of individual
performance goals, in each case as established by the Compensation Committee in its sole discretion. Grants of restricted stock
units (“RSUs’) and performance shares will be made under BBSI’s stock-based compensation program during 2020
with a total value, based on the closing market price on the dates of grant, of $1,160,000 for Mr. Kramer and $420,000 for Mr. Harris.
Each vested RSU entitles the awardee to one share of the Company’s common stock. RSU awards vest in four equal annual installments,
commencing one year after the date of grant, and are subject to continued service as an employee of the Company. The vesting of
performance shares is tied to the achievement of performance goals approved by the Compensation Committee over a three-year period.
Both officers will be eligible for health and welfare benefits offered by BBSI to comparable employees, including BBSI’s
nonqualified deferred compensation plan.
Neither Mr. Kramer nor Mr. Harris has an interest in any transactions
requiring disclosure under Item 404(a) of Regulation S-K. There are no family relationships between either Mr. Kramer or Mr. Harris
and any of the Company’s directors or other executive officers. Other than the compensation arrangements described above,
there are no arrangements or understandings between Mr. Kramer and Mr. Harris and any other persons or entities pursuant to which
they were appointed as executive officers of the Company.
| Item 7.01 | Regulation FD Disclosure. |
The press release announcing BBSI’s management transition
is furnished with this report as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) The following exhibit is furnished with this Form 8-K:
SIGNATURE
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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BARRETT BUSINESS SERVICES, INC. |
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| Dated: March 5, 2020 |
By: |
/s/ Gary E. Kramer |
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Gary E. Kramer |
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President and Chief Executive Officer |
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