BGSF (NYSE: BGSF) investors approve Professional Division sale and related pay

Rhea-AI Filing Summary

BGSF, Inc. held a special stockholder meeting where investors approved an Equity Purchase Agreement to sell its Professional Division businesses. As of the July 18, 2025 record date, 11,158,828 common shares were outstanding, with about 66% represented at the meeting.

Stockholders approved the sale proposal with 7,253,539 votes for, 76,494 against, and 31,693 abstentions. They also approved, on a non-binding basis, potential executive compensation related to the transaction and an adjournment proposal, though adjournment was ultimately unnecessary. Closing is expected in the first half of September 2025, subject to customary conditions.

Insights

M&A and corporate governance analyst

BGSF shareholders approved a major divisional sale, with closing still subject to customary conditions.

BGSF, Inc. obtained stockholder approval to proceed with an Equity Purchase Agreement involving the transfer and sale of entities tied to its Professional Division. Strong support for the sale proposal indicates broad investor agreement with this strategic move, based on the information provided in the proxy materials.

The meeting also approved, on an advisory basis, transaction-related compensation for certain named executive officers, aligning governance approvals with the contemplated sale. An adjournment proposal was cleared but not used because the sale already had sufficient support.

Actual impact will hinge on completion of the transaction, which is anticipated in the first half of September 2025, subject to satisfaction or waiver of customary closing conditions outlined in the Equity Purchase Agreement and related disclosures.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

September 4, 2025

 

BGSF, INC.

(Exact Name of Registrant as Specified in its Charter)

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:

¨ 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 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. ¨

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock			BGSF			NYSE

Item 5.07 Submission of Matters to a Vote of Security Holders

On September 4, 2025, BGSF, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). As of the record date, July 18, 2025, 11,158,828 shares of the common stock, par value $0.01 per share, of the Company (the “Common Stock”) were issued and outstanding and entitled to vote at the Special Meeting. A total of 7,361,726 shares, or approximately 66% of the Company’s issued and outstanding Common Stock entitled to vote, were present or represented by proxy at the Special Meeting. Set forth below is a brief description of each matter voted upon at the Special Meeting and the results of voting on each such matter. The proposals are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on July 25, 2025 (the “Proxy Statement”).

1.    The Company’s stockholders approved the Equity Purchase Agreement, dated as of June 14, 2025 (as it may be amended from time to time in accordance with its terms, the “Equity Purchase Agreement”), among INSPYR Solutions Intermediate, LLC, a Delaware limited liability company (“Purchaser”), the Company, BG Finance and Accounting, Inc., a Delaware corporation and subsidiary of the Company (“BG F&A”), and BGSF Professional, LLC, a Delaware limited liability company and subsidiary of the Company (“BGSF Professional”), pursuant to which, among other things, the Company will (i) transfer, and cause its subsidiaries to transfer, to BGSF Professional certain assets, and cause BGSF Professional to assume, certain liabilities related to the Company’s Professional Division, (ii) cause BGSF Professional to sell all of the issued and outstanding equity interests of the foreign subsidiaries of the Company (other than a 1% equity interest of a subsidiary of the Company located in India) to INSPYR Solutions Holdings Corporation, an affiliate of Purchaser, and (iii) sell all of the issued and outstanding equity interests of BG F&A and BGSF Professional to Purchaser, in each case, upon and subject to the terms and conditions set forth in the Equity Purchase Agreement (the “Sale Proposal”).

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
7,253,539						76,494						31,693						—

2.    The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to certain of the Company’s named executive officers in connection with the transactions contemplated by the Equity Purchase Agreement.

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
5,148,119						1,921,563						292,044						—

3.    The Company’s stockholders approved the adjournment of the Special Meeting, if necessary or appropriate, in order to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Sale Proposal.

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
7,195,930						136,979						28,817						—

Because there were sufficient votes at the time of the Special Meeting to approve the Sale Proposal, a vote on the adjournment of the Special Meeting was not necessary. Consummation of the transactions contemplated by the Equity Purchase Agreement are subject to the satisfaction of certain customary closing conditions, all as set forth in the Equity Purchase Agreement and discussed in detail in the Proxy Statement, which is available on the U.S. Securities and Exchange Commission’s website at www.sec.gov. Assuming satisfaction and/or waiver of such closing conditions, the Company expects the closing of the transaction to occur during the first half of September 2025.

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.

									BGSF, INC.
Date:			September 4, 2025						/s/ Keith Schroeder
						Name:			Keith Schroeder
						Title:			Interim Co-Chief Executive Officer, Chief Financial Officer and Secretary
									(Principal Executive Officer and Principal Financial Officer)

FAQ

What did BGSF (BGSF) stockholders approve at the special meeting?

Stockholders approved an Equity Purchase Agreement to sell businesses comprising BGSF’s Professional Division. They also approved, on an advisory basis, potential executive compensation tied to the deal and cleared an adjournment proposal that ultimately was not needed to complete the vote.

How many BGSF (BGSF) shares were eligible to vote and how many voted?

As of the July 18, 2025 record date, 11,158,828 BGSF common shares were issued, outstanding, and entitled to vote. At the special meeting, 7,361,726 shares, or about 66% of those eligible, were present in person or represented by proxy.

What were the vote results on BGSF’s sale proposal for the Professional Division?

The sale proposal received 7,253,539 votes for, 76,494 against, and 31,693 abstentions. This outcome reflects strong approval for the Equity Purchase Agreement governing the transfer and sale of entities related to BGSF’s Professional Division to the designated purchaser.

How did BGSF (BGSF) stockholders vote on executive compensation related to the transaction?

On an advisory, non-binding basis, stockholders approved the compensation that may be paid or become payable to certain named executive officers in connection with the transaction, with 5,148,119 votes for, 1,921,563 against, and 292,044 abstentions recorded at the special meeting.

When is BGSF expecting to close the Professional Division sale?

BGSF expects the closing of the transactions under the Equity Purchase Agreement to occur during the first half of September 2025, assuming the satisfaction or waiver of specified customary closing conditions described in the agreement and the company’s definitive proxy statement.

What was the purpose of BGSF’s adjournment proposal and how was it resolved?

The adjournment proposal would have allowed BGSF to adjourn the special meeting to solicit more proxies if support for the sale was insufficient. It received 7,195,930 votes for, 136,979 against, and 28,817 abstentions, but was not used because the sale proposal already passed.