[8-K] BGSF, INC. Reports Material Event

Rhea-AI Filing Summary

BGSF, Inc. reported results from its November 5, 2025 annual meeting. Stockholders approved amendments to increase share reserves under two equity plans: the 2013 Long‑Term Incentive Plan by 250,000 shares and the 2020 Employee Stock Purchase Plan by 250,000 shares. The board also confirmed an “every year” frequency for future say‑on‑pay votes.

Class II directors Richard L. Baum, Jr. (4,015,562 for; 1,124,854 withheld) and Paul A. Seid (4,047,599 for; 1,092,817 withheld) were elected. Stockholders ratified Whitley Penn LLP as independent auditor (6,125,662 for; 657,321 against; 14,596 abstained). The amendment to the 2013 LTIP passed (3,264,140 for; 1,850,331 against; 25,943 abstained), the ESPP amendment passed (4,915,918 for; 209,264 against; 15,232 abstained), and the advisory say‑on‑pay was approved (3,640,870 for; 1,242,037 against; 257,506 abstained).

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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):

November 7, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 5, 2025, BGSF, Inc. (the “Company”) held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved (i) an amendment to the BGSF, Inc. 2013 Long-Term Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder by 250,000 shares, and (ii) an amendment to the BGSF, Inc. 2020 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 250,000 shares. A more complete description of the terms of such plans can be found in the definitive proxy statement on Schedule 14A filed with the SEC on September 16, 2025, which description is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Company's stockholders voted on six proposals and cast their votes as described below. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A as filed with the SEC on September 16, 2025.

Proposal 1

An election of Class II directors of the Company to serve until the third annual meeting following the Annual Meeting. The following individuals were elected as Class II directors of the Company:

Nominee						Votes For						Votes Withheld						Broker Non-Votes
Richard L. Baum, Jr.						4,015,562						1,124,854						1,657,164
Paul A. Seid						4,047,599						1,092,817						1,657,164

There were no abstentions on this matter.

Proposal 2

The proposal to ratify the appointment of Whitley Penn LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025 was approved based upon the following votes:    

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
6,125,662						657,321						14,596						—

Proposal 3

The proposal to approve the amendment to the 2013 BGSF long-term incentive plan was approved based upon the following votes:

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
3,264,140						1,850,331						25,943						1,657,166

Proposal 4

The proposal to approve the amendment to the 2020 BGSF employee stock purchase plan was approved based upon the following votes:

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
4,915,918						209,264						15,232						1,657,166

Proposal 5

The advisory vote to approve named executive officer compensation was approved based upon the following votes:

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
3,640,870						1,242,037						257,506						1,657,167

Proposal 6

The advisory vote to approve the how frequently shareholders will be provided a "Say-on-pay" was approved for based upon the following votes:

Every 1 Year						Every 2 Year						Every 3 Year						Abstain						Broker Non-Votes
2,412,130						40,980						2,397,818						271,486						1,675,166

The Board of Directors of the Company decided on an “every year” frequency.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

No. Description

10.1 BGSF, Inc. 2013 Long-Term Incentive Plan, as amended (incorporated by reference to Annex A to the Definitive Proxy Statement on Schedule 14A filed with the SEC on September 16, 2025)

10.2 BGSF, Inc. 2020 Employee Stock Purchase Plan, as amended (incorporated by reference to Annex B to the Definitive Proxy Statement on Schedule 14A filed with the SEC on September 16, 2025)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:			November 7, 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 equity plan changes did BGSF (BGSF) stockholders approve?

They increased the share reserve by 250,000 for the 2013 Long‑Term Incentive Plan and by 250,000 for the 2020 Employee Stock Purchase Plan.

Who was elected to BGSF’s board at the 2025 annual meeting?

Richard L. Baum, Jr. and Paul A. Seid were elected as Class II directors.

Which auditor did BGSF stockholders ratify for FY 2025?

Stockholders ratified Whitley Penn LLP (6,125,662 for; 657,321 against; 14,596 abstained).

Did BGSF’s say‑on‑pay receive approval?

Yes. The advisory vote on executive compensation was approved (3,640,870 for; 1,242,037 against; 257,506 abstained).

How often will BGSF hold future say‑on‑pay votes?

Stockholders indicated every 1 year (2,412,130), and the Board chose an “every year” frequency.

What were the vote results for the ESPP amendment?

The amendment passed with 4,915,918 votes for, 209,264 against, and 15,232 abstentions.

What were the vote results for the 2013 LTIP amendment?

The amendment passed with 3,264,140 votes for, 1,850,331 against, and 25,943 abstentions.