BGSF Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$BGSF
Professional Services
Consumer Discretionary
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):
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) | ||||||
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(972 ) 692-2400
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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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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).
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| 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: | /s/ Keith Schroeder | ||||||||||
| Name: | Keith Schroeder | ||||||||||
| Title: | Interim Co-Chief Executive Officer, Chief Financial Officer and Secretary | ||||||||||
| (Principal Executive Officer and Principal Financial Officer) | |||||||||||