7 unchanged sentences
The Company’s internal control system was designed to provide reasonable assurance to management and the Company’s Board of Directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: Consistent with guidance issued by the Securities and Exchange Commission on recently acquired businesses, management’s assessment of the effectiveness of internal controls over financial reporting, with respect thereto may be omitted.
−Removed: As of December 31, 2023, management has excluded Arroyo Consulting from the assessment of internal controls over financial reporting.
−Removed: Arroyo Consulting was acquired by the Company in a purchase business combination during Fiscal 2023 whose total assets and revenues excluded from management's assessment and our audit of Internal Control Over Financial Reporting represent 10.9% and 4.7%, respectively, of the related consolidated financial statements as of and for the year ended December 31, 2023.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 29, 2024, using criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and concluded that the Company maintained effective internal control over financial reporting as of December 29, 2024.
10 unchanged sentences
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 29, 2024, based on criteria established in 2013 Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company, as of December 31, 2023 and January 1, 2023, and the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”), and our report dated March 14, 2024 expressed an unqualified opinion on those consolidated financial statements.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated balance sheets of the Company, as of December 29, 2024 and December 31, 2023, and the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 29, 2024, and the related notes (collectively referred to as the ”consolidated financial statements”), and our report dated March 14, 2025, expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
8 unchanged sentences
We believe that our audit provides a reasonable basis for our opinion.
−Removed: As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded the Arroyo Consulting, LLC business from its assessment of internal control over financial reporting as of December 31, 2023 because it was acquired by the Company in a purchase business combination during fiscal 2023.
−Removed: We have also excluded the Arroyo Consulting, LLC business from our audit of internal control over financial reporting.
−Removed: The Arroyo Consulting, LLC business is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 10.9% and 4.7%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2023.
Definition and Limitations of Internal Control Over Financial Reporting
103 unchanged sentences
Audit Committee, Compensation Committee
+Added: Since March 2024, Mr.
+Added: Allen has served as Chief Financial Officer of Fortis Healthcare Solutions, One Equity Partners portfolio company, a provider of healthcare solutions to commercial and government customers across the United States.
Starting in 2022, Mr.
46 unchanged sentences
Director Since:
−Removed: Beth Garvey assumed the role of President and Chief Executive Officer of the Company in October 2018, having previously served as Chief Operating Officer since August 2016.
+Added: Beth Garvey was elected Chairman of the Board in 2022 after she assumed the role of President and Chief Executive Officer of the Company in October 2018, having previously served as Chief Operating Officer since August 2016.
She joined the Company through the acquisition of substantially all of the assets of InStaff Holding Corporation and InStaff Personnel, LLC (“InStaff”) in 2013, where she began her career in 1998 as Director of Human Resources and later became CEO.
−Removed: Garvey has been consistently recognized by the Staffing Industry Analysts as a top figure in North America Staffing 100 list for five years and has been included in the Global Power 150 – Women in Staffing list for the past six years.
−Removed: Additionally, D CEO has lauded her as one of the top Dallas 500 Business Leaders on seven occasions, while the Dallas Business Journal honored her with the ‘Women in Business’ award for her significant industry and community impact.
−Removed: Garvey achievements were further underscored when she emerged as a finalist in the EY Entrepreneur of the Year® 2020 Award for the Southwest region.
−Removed: Currently, she serves on the Board of Directors of the National Association of Corporate Directors in North Texas and holds the Chair position at Junior Achievement of Dallas.
−Removed: As a Board Member of the Dallas Regional Chamber, she currently serves as a member of the DEI Diversity Leadership Sub-Council and has previously co-chaired the Talent Attraction committee.
−Removed: Garvey has held leadership roles in various organizations, including chairing the Executive Women’s Roundtable and participating in the International Women’s Forum.
−Removed: Additionally, she contributes as a board member of Business Council for the Arts and is actively involved in the Leadership Committee for the Dallas 50/50 Women on Boards initiative.
−Removed: Garvey’s extensive experience in the workforce solutions industry combined with her steadfast commitment to community impact positions her as a catalyst for positive change within the Company.
−Removed: Our Board benefits from Ms.
−Removed: Garvey’s extensive experience in the workforce solutions industry.
+Added: Garvey has been consistently recognized by the Staffing Industry Analysts on the North America Staffing 100 list for seven consecutive years and has been included in the Global Power 150 – Women in Staffing list for the past six years.
+Added: Additionally, D CEO has lauded her as one of the top Dallas 500 Business Leaders on eight occasions, while the Dallas Business Journal honored her with the ‘Women in Business’ award for her significant industry and community impact.
+Added: Garvey was name a finalist in the EY Entrepreneur of the Year® Southwest Region Award.
+Added: Currently, she serves on the Board of Directors of the Dallas Regional Chamber, Junior Achievement of Dallas, and Business Council for the Arts.
+Added: She is also an active member of International Women’s Forum and National Association of Corporate Directors in North Texas and is the former Chair of the Executive Women’s Roundtable.
Independent Director
19 unchanged sentences
Compensation Committee, Nominating and Corporate Governance Committee
−Removed: Marshall is currently the CEO of the Dallas Mavericks, is Founder, President and CEO of the consulting firm Marshalling Resources.
−Removed: The Marshalling Resources consulting firm specializes in leadership, diversity and inclusion, culture transformation and overall optimization of people resources.
−Removed: Marshall worked with The Dow Chemical Company in 2017 and 2018 to develop and implement a strategy for institutionalizing an inclusive culture.
−Removed: Prior to this position, Ms.
−Removed: Marshall retired from a 36-year career at AT&T, where she had ultimately served as SVP - Human Resources and Chief Diversity Officer.
−Removed: She was responsible for identifying and developing leaders, aligning employees with the company’s vision and priorities, overseeing major business unit HR support, performance development, employee engagement, skills transformation initiatives, EEO and Affirmative Action.
−Removed: She led the team that created a world class Diversity and Inclusion culture, earning AT&T a top 3 ranking on Diversity Inc’s 2017 Top 50 list of companies.
−Removed: Marshall also spearheaded the work that for the first-time placed AT&T on Fortune’s 100 Best Companies to Work For list in 2017 (one of only two Fortune 50 companies).
+Added: Marshall is Founder, President and CEO of the consulting firm Marshalling Resources.
+Added: The Marshalling Resources consulting firm specializes in leadership development, culture transformation, and overall optimization of people resources.
+Added: Marshall retired as CEO of the Dallas Mavericks in December 2024, following an almost seven year tenure.
+Added: She is currently a consultant for the Dallas Mavericks and Dow (formerly The Dow Chemical Company), where she helped the company develop and implement a strategy for institutionalizing an inclusive and winning culture.
+Added: Prior to starting her own company in 2017, Ms.
+Added: Marshall retired from a 36-year career at AT&T, where she had several executive positions, her last one being SVP - Human Resources and Chief Diversity Officer.
+Added: In this role, she was responsible for identifying and developing leaders, aligning employees with the company's vision and priorities, overseeing major business unit HR support, performance development, employee engagement, and skills transformation initiatives.
+Added: She led the team that created a world class culture, earning AT&T several awards, and spearheaded the work that for the first-time placed AT&T on Fortune's 100 Best Companies to Work For list in 2017 (one of only two Fortune 50 companies).
Before her SVP-Human Resources and Chief Diversity Officer roles, Ms.
Marshall served as President - AT&T North Carolina where she became the first African-American chair of the North Carolina State Chamber of Commerce.
−Removed: Marshall graduated from the University of California-Berkeley with degrees in Business Administration and Human Resources Management and holds four honorary Doctorate degrees.
−Removed: Marshall has chaired a variety of non-profit boards and is currently on the board of Dallas CASA, Dallas Regional Chamber, Texas Women’s Foundation, Texas 2036 and a member of the Executive Leadership Council.
+Added: Marshall graduated from the University of California at Berkeley with degrees in Business Administration and Human Resources Management and holds four honorary Doctorate degrees.
+Added: Marshall has chaired a variety of non-profit boards and is currently on the boards of Dallas CASA (former chair), Dallas Regional Chamber (immediate past chair), The Naismith Memorial Basketball Hall of Fame, the Executive Leadership Council, and the University of California at Berkeley Board of Visitors.
+Added: Marshall is also on the Board of Directors of Chime, Jeld-Wen, and Yahoo Inc.
Our Board benefits from Ms.
−Removed: Marshall’s extensive leadership and business experience and her expertise with respect to human resources and culture.
+Added: Marshall's extensive leadership and business experience and her expertise with respect to human capital management and culture.
Independent Director
18 unchanged sentences
John Barnett 58 Chief Financial Officer and Secretary
−Removed: Beth Garvey assumed the role of President and Chief Executive Officer of the Company in October 2018, having previously served as Chief Operating Officer since August 2016.
+Added: Beth Garvey was elected Chairman of the Board in 2022 after she assumed the role of President and Chief Executive Officer of the Company in October 2018, having previously served as Chief Operating Officer since August 2016.
She joined the Company through the acquisition of substantially all of the assets of InStaff Holding Corporation and InStaff Personnel, LLC (“InStaff”) in 2013, where she began her career in 1998 as Director of Human Resources and later became CEO.
−Removed: Garvey has been consistently recognized by the Staffing Industry Analysts as a top figure in North America Staffing 100 list for five years and has been included in the Global Power 150 – Women in Staffing list for the past six years.
−Removed: Additionally, D CEO has lauded her as one of the top Dallas 500 Business Leaders on seven occasions, while the Dallas Business Journal honored her with the ‘Women in Business’ award for her significant industry and community impact.
−Removed: Garvey achievements were further underscored when she emerged as a finalist in the EY Entrepreneur of the Year® 2020 Award for the Southwest region.
−Removed: Currently, she serves on the Board of Directors of the National Association of Corporate Directors in North Texas and holds the Chair position at Junior Achievement of Dallas.
−Removed: As a Board Member of the Dallas Regional Chamber, she currently serves as a member of the DEI Diversity Leadership Sub-Council and has previously co-chaired the Talent Attraction committee.
−Removed: Garvey has held leadership roles in various organizations, including chairing the Executive Women’s Roundtable and participating in the International Women’s Forum.
−Removed: Additionally, she contributes as a board member of Business Council for the Arts and is actively involved in the Leadership Committee for the Dallas 50/50 Women on Boards initiative.
−Removed: Garvey’s extensive experience in the workforce solutions industry combined with her steadfast commitment to community impact positions her as a catalyst for positive change within the Company.
+Added: Garvey has been consistently recognized by the Staffing Industry Analysts on the North America Staffing 100 list for seven consecutive years and has been included in the Global Power 150 – Women in Staffing list for the past six years.
+Added: Additionally, D CEO has lauded her as one of the top Dallas 500 Business Leaders on eight occasions, while the Dallas Business Journal honored her with the ‘Women in Business’ award for her significant industry and community impact.
+Added: Garvey was name a finalist in the EY Entrepreneur of the Year® Southwest Region Award.
+Added: Currently, she serves on the Board of Directors of the Dallas Regional Chamber, Junior Achievement of Dallas, and Business Council for the Arts.
+Added: She is also an active member of International Women’s Forum and National Association of Corporate Directors in North Texas and is the former Chair of the Executive Women’s Roundtable.
John Barnett joined as Chief Financial Officer and Secretary in March 2023.
23 unchanged sentences
The information on our website is not a part of this Annual Report on Form 10-K.
+Added: Insider Trading Policy
+Added: Our Insider Trading Policy applies to all our directors, officers, and employees, with certain portions thereof applying to all directors and to all officers at the level of vice president and above.
+Added: Hedging Policy
+Added: Our Insider Trading Policy provides that a “covered person” (i.e., our directors and our officers at the vice president level or above), including such covered person’s spouse, other persons living in such covered person’s household and minor children and entities over which such covered person exercises control, is prohibited from engaging in the following transactions in our securities unless advance approval is obtained from our compliance officer:
+Added: (1) short-term trading (i.e., covered persons who purchase our securities may not sell any of our securities of the same class for at least six months after the purchase);
+Added: (2) short sales (i.e., covered persons may not sell our securities short);
+Added: (3) options trading (i.e., covered persons may not buy or sell puts or calls or other derivative securities on our securities);
+Added: (4) trading on margin or pledging (i.e., covered persons may not hold our securities in a margin account or pledge our securities as collateral for a loan;
+Added: and (5) hedging (i.e., covered persons may not enter into hedging or monetization transactions or similar arrangements with respect to our securities).
Delinquent Section 16(a) Reports
−Removed: Based on a review of reports filed by our directors, executive officers, and beneficial owners of more than 10% of our shares of common stock pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and other information available to us, we believe that all such ownership reports required to be filed by those reporting persons during and with respect to Fiscal 2023 were timely made, except for a Form 3 (filed on May 12, 2023) and a Form 4 (filed on November 13, 2023) in respect of Donna Carroll, which were not timely filed.
+Added: Based on a review of reports filed by our directors, executive officers, and beneficial owners of more than 10% of our shares of common stock pursuant to Section 16 of the Securities Exchange Act of 1934, as amended, and other information available to us, we believe that all such ownership reports required to be filed by those reporting persons during and with respect to Fiscal 2024 were timely made.
Executive Compensation.
2 unchanged sentences
• Beth Garvey, our Chair, President and Chief Executive Officer;
−Removed: Barnett, our Chief Financial Officer and Secretary since March 2023.
−Removed: • Dan Hollenbach, who served as our Chief Financial Officer and Secretary until March 2023.
+Added: Barnett, our Chief Financial Officer and Secretary.
Throughout this section, the term “named executive officer” is intended to refer to the individuals identified above.
−Removed: Fiscal 2023, we had only three executive officers, each of whom is set forth above.
+Added: During Fiscal 2024, we had only two executive officers, each of whom is set forth above.
Summary Compensation Table
9 unchanged sentences
2023 $450,500 $45,543 $70,067 $109,317 $— $— $17,188 (1) $692,615
−Removed: Dan Hollenbach Chief Financial Officer and Secretary (through March 2023)
−Removed: 2023 $339,200 $45,543 $55,661 $19,859 $— $— $12,084 (1) $472,347
−Removed: 2022 $320,000 $224,000 $64,898 $109,525 $— $— $10,800 (1) $729,223
John Barnett Chief Financial Officer and Secretary
37 unchanged sentences
Garvey also agrees not to compete with us for a period of twelve months after termination.
−Removed: Garvey was granted stock options and restricted stock in Fiscal 2023 as further described under “Outstanding Equity Awards” below.
+Added: Garvey was not granted stock options or restricted stock in Fiscal 2024 as further described under “Outstanding Equity Awards” below.
Chief Financial Officer
5 unchanged sentences
Effective March 25, 2024, Mr.
−Removed: Barnett’s annual salary will be raised to $375,000 and effective March 24, 2025, raised to $400,000.
+Added: Barnett’s annual salary was raised to $375,000.
Barnett is eligible to receive an annual cash bonus based on achieving certain adjusted EBITDA levels (as defined by the Compensation Committee) and, except as stated in his employment agreement, provided that Mr.
24 unchanged sentences
Barnett also agrees not to compete with us for a period of twelve months after termination.
−Removed: Barnett was granted stock options and restricted stock in Fiscal 2023 as further described under “Outstanding Equity Awards” below.
−Removed: Dan Hollenbach resigned as Chief Financial Officer and Secretary effective March 20, 2023, and will then act as a senior advisor with BGSF through April 30, 2024.
−Removed: Hollenbach’s resignation was part of the Company’s leadership succession plan and Mr.
−Removed: Hollenbach’s planned retirement.
−Removed: Effective February 3, 2023, Mr.
−Removed: Hollenbach’s annual salary was raised to $339,000.
+Added: Barnett was not granted stock options or restricted stock in Fiscal 2024 as further described under “Outstanding Equity Awards” below.
2013 Long-Term Incentive Plan
46 unchanged sentences
06/09/2015 20,000 — — $ 11.00 06/09/2025 — —
−Removed: 06/09/2015 20,000 — — $ 11.00 06/09/2025 — —
John Barnett 03/20/2023 — — — $ 10.25 03/20/2026 6,375 (12) $ 65,344
1 unchanged sentence
03/20/2023 — 5,644 (9) — $ 10.25 03/20/2026 — —
−Removed: Dan Hollenbach 02/17/2023 — — $ — 02/17/2033 1,766 (19) $ 26,879
−Removed: 02/17/2023 394 1,573 (11) — $ 15.07 02/17/2033
−Removed: 08/03/2022 2,000 — — $ 12.87 08/03/2032 — —
−Removed: 08/03/2022 2,000 6,000 (12) — $ 12.87 08/03/2032 — —
−Removed: 05/04/2022 — — — $ — — 1,880 (16) $ 18,236
−Removed: 08/04/2021 1,000 2,000 (13) — $ 11.57 08/04/2031 — —
−Removed: 08/04/2021 2,000 — — $ 11.57 08/04/2031 — —
−Removed: 08/04/2021 — — — $ — — 3,750 (20) $ 36,938
−Removed: 08/04/2020 2,700 — — $ 9.72 08/04/2030 — —
−Removed: 08/04/2020 900 900 (14) — $ 9.72 08/04/2030 — —
−Removed: 09/24/2018 8,408 — — $ 25.71 09/24/2028 — —
−Removed: 09/24/2018 66,592 — — $ 25.71 09/24/2028 — —
−Removed: 06/07/2017 5,000 — — $ 16.76 06/07/2027 — —
−Removed: 06/07/2017 7,500 — — $ 16.76 06/07/2027 — —
−Removed: 10/27/2015 17,012 — — $ 11.07 10/27/2025 — —
−Removed: 10/27/2015 19,835 — — $ 11.07 10/27/2025 — —
−Removed: (1) Non-qualified stock options will vest 10,000 on September 1, 2024, 10,000 on September 1, 2025, 10,000 on September 1, 2026, and 1,007 on September 1, 2027.
+Added: (1) Non-qualified stock options will vest 10,000 on September 1, 2025, 10,000 on September 1, 2026, and 1,007 on September 1, 2027.
(2) Incentive stock options will vest 8,993 on September 1, 2027.
−Removed: (3) Non-qualified stock options will vest 871 on February 17, 2024, 871 on February 17, 2025, and 871 on February 17, 2026.
+Added: (3) Non-qualified stock options will vest 871 on February 17, 2025, and 871 on February 17, 2026.
(4) Incentive stock options will vest 871 on February 17, 2027.
−Removed: (5) Incentive stock options will vest 5,065 on August 3, 2024, 5,972 on August 3, 2025, and 7,770 on August 2026.
−Removed: (6) Non-qualified stock options will vest 4,935 on August 3, 2024, 4,028 on August 3, 2025, and 2,230 on August 2, 2026.
(5) Incentive stock options will vest 5,972 on August 3, 2025, and 7,770 on August 2026.
−Removed: (8) Non-qualified stock options will vest 1,200 on August 4, 2024.
+Added: (6) Non-qualified stock options will vest 4,028 on August 3, 2025, and 2,230 on August 2, 2026.
+Added: (7) Incentive stock options will vest 2,000 on August 4, 2025.
(8) Incentive stock options will vest 9,756 on March 20, 2026.
(9) Non-qualified stock options will vest 5,644 on March 20, 2026.
−Removed: (11) Incentive stock options will vest 394 on February 17, 2024, 393 on February 17, 2025, 393 on February 17, 2026 and 393 on February 17, 2027.
−Removed: (12) Incentive stock options will vest 2,000 on August 3, 2024, 2,000 on August 3, 2025, and 2,000 August 3, 2026.
−Removed: (13) Incentive stock options will vest 1,000 on August 4, 2024, and 1,000 on August 4, 2025.
−Removed: (14) Non-qualified stock options will vest 900 on August 4, 2024.
−Removed: (15) Shares will vest 1,916 on February 17, 2024 and 1,916 on February 17, 2025.
−Removed: (16) Shares will vest 940 on May 4, 2024, and 940 on May 4, 2025.
−Removed: (17) Shares will vest 5,000 on August 10, 2024.
+Added: (10) Shares will vest 1,916 on February 17, 2025.
+Added: (11) Shares will vest 940 on May 4, 2025.
(12) Shares will vest 6,375 on March 16, 2026.
−Removed: (19) Shares will vest 883 on February 17, 2024 and 883 on February 17, 2025.
−Removed: (20) Shares will vest 3,750 on August 10, 2024.
Each option and stock award is subject to the condition that the optionee will have remained employed by the Company, or any one or more of its subsidiaries, through such vesting dates, and each option is further subject to the terms and conditions set forth in the 2013 Plan and in the applicable Stock Option Agreement.
52 unchanged sentences
Donna Carroll 19,959 (4)
+Added: Beth Garvey 304,740 (5)
Hailey 205,602 (6)
2 unchanged sentences
All executive officers and directors as a group (8 total) 920,946 8.3 %
−Removed: Dan Hollenbach 161,971 (9)
−Removed: North Star Investment Management Corporation (10)
* Less than 1%.
8 unchanged sentences
(8) Includes 15,694 shares of common stock issuable upon exercise of stock options and 10,093 shares of unvested restricted common stock.
−Removed: (9) Includes 135,736 shares of common stock issuable upon exercise of stock options and 7,396 shares of unvested restricted common stock.
−Removed: (10) The address of North Star Investment Management Corporation is 20 N.
−Removed: Wacker Drive, Suite 1416, Chicago, Illinois 60606.
−Removed: (11) Based on schedule 13G filed with the SEC, includes 602,000 shares over which North Star Investment Management Corporation or its subsidiaries have sole voting power, 602,000 shares over which such entities have sole dispositive power, and 123,573 over which such entities have shared dispositive power.
Equity Compensation Plans
2 unchanged sentences
Policy on Review and Approval of Transactions with Related Persons
−Removed: Our Board is currently primarily responsible for developing and implementing processes and controls to obtain information from our directors, executive officers and significant stockholders regarding related-person transactions and then determining, based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in these transactions.
+Added: Our Board is currently primarily responsible for developing and implementing processes and controls to obtain information from our directors, executive officers and significant stockholders regarding related-person transactions and then determining,
+Added: based on the facts and circumstances, whether we or a related person has a direct or indirect material interest in these transactions.
Our Audit Committee is responsible for the review, approval and ratification of “related-person transactions” between us and any related person.
28 unchanged sentences
Audited Consolidated Financial Statements of BGSF, Inc.
−Removed: As of and for the Fiscal Years Ended December 31, 2023, January 1, 2023, and December 26, 2021.
+Added: As of December 29, 2024 and December 31, 2023 and for the Fiscal Years Ended December 29, 2024, December 31, 2023, and January 1, 2023.
Report of Independent Registered Public Accounting Firm (Whitley Penn PCAOB ID 726 )
Consolidated Balance Sheets
−Removed: Consolidated Statements of Operations and Comprehensive (L oss) Income
+Added: Consolidated Statements of Operations and Comprehensive (Loss) Income
Consolidated Statements of Changes in Stockholders ’ Equity
64 unchanged sentences
(incorporated by reference from the registrant’s Form 8-K filed on February 4, 2014)
−Removed: Executive Employment Agreement, entered into January 26, 2016 to be effective as of December 28, 2015, between B G Staff Services, Inc.
−Removed: Allen Baker, Jr.
−Removed: (incorporated by reference from registrant’s Form 8-K filed February 1, 2016)
−Removed: 10.12 Stock Option Cancellation Agreement, dated May 31, 2018 (incorporated by reference from the registrant's Form 8-K filed June 5, 2018)
Executive Employment Agreement, entered into February 6, 2019 to be effective as of October 1, 2018, between B G Staff Services, Inc.
and Beth Garvey (incorporated by reference from the registrant's Annual Report on Form 10-K filed on March 12, 2019)
−Removed: Executive Employment Agreement, entered into February 6, 2019 to be effective as of October 1, 2018, between B G Staff Services, Inc.
−Removed: and Dan Hollenbach (incorporated by reference from the registrant's Annual Report on Form 10-K filed on March 12, 2019)
Form of Restricted Stock Agreement (incorporated by reference from the registrant's Quarterly Report on Form 10-Q filed on October 30, 2018
−Removed: 10.16 Credit Agreement, dated as of July 16, 2019, among BG Staffing, Inc., as borrower, the lenders from time to time party there to, and BMO Harris Bank, National Association, as administrative agent, letters of credit issuer, swing line lender, sole lead arranger, and sole book runner (incorporated by reference from the registrant’s Current Report on Form 8-K filed on July 22, 2019)
BG Staffing, Inc.
2020 Employee Stock Purchase Plan (incorporated by reference from the registrant’s definitive proxy statement on Schedule 14A filed on September 15, 2020)
−Removed: 10.18 First Amendment to the Credit Agreement, dated as of August 18, 2022, among BGSF, Inc., as borrower, the lenders party thereto, and BMO Harris Bank, National Association, as administrative agent and lender (incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed on November 3, 2022)
−Removed: 10.19 Second Amendment to Credit Agreement, by and among BGSF, Inc., the Guarantors party hereto and BMO Harris Bank N.A.
−Removed: , as administrative agent for the Lenders and as a lender (incorporated by reference from the registrant’s Current Report on Form 8-K filed on December 14, 2022)
Executive Employment Agreement, dated as of March 3, 2023, between BG Staff Services, Inc.
and John Barnett (incorporated by reference from the registrant’s Current Report on Form 8-K filed on March 9, 2023)
−Removed: Amended Executive Employment Agreement, dated as of March 3, 2023, between BGSF, Inc., BG Staff Services, Inc.
−Removed: and Dan Hollenbach (incorporated by reference from the registrant’s Current Report on Form 8-K filed on March 9, 2023)
−Removed: 10.22 Third Amendment to Credit Agreement dated as of April 24,2023, by and among BGSF, Inc., the Guarantors party hereto, and BMO Harris Bank N.A.,as administrative agent for the Lenders and as a lender(incorporated by reference from the registrant's Quarterly Report on Form 10-Q filed on May 11, 2023)
−Removed: 10.23 Fourth Amendment to Credit Agreement dated as of May 19, 2023, by and among BGSF, Inc., the Guarantors party hereto, and BMO Harris Bank N.A., as administrative agent for the Lenders and as a lender (incorporated by reference from the registrant's Current Report on Form 8-K filed on May 25, 2023)
Amended and Restated Credit Agreement, dated as of March 12, 2024, among BGSF, Inc., as Borrower, the Lenders from time to time party thereto, BMO Bank, N.A., as Administrative Agent, L/C Issuer, and Swing Line Lender, and BMO Capital Markets Corp., as Sole Lead Arranger and Sole Book Runner
+Added: First Credit Amendment to the Amended and Restated Credit Agreement, dated as of November 6, 2024, among BGSF, Inc., as Borrower, the Lenders from time to time party thereto, BMO Bank, N.A., as Administrative Agent, L/C Issuer, and Swing Line Lender, and BMO Capital Markets Corp., as Sole Lead Arranger and Sole Book Runner (incorporated by reference from the registrant’s Quarterly Report on Form 10-Q filed on November 7, 2024)
+Added: 10.15* Waiver and Second Amendment to Amended and Restated Credit Agreement, dated as of March 12, 2025, by and among BGSF, Inc., the Guarantors and Lenders signatories thereto, and BMO Bank N.A., as Administrative Agent
+Added: 19.1* BGSF, Inc.
+Added: Insider Trading Policy
List of Subsidiaries of the Registrant
5 unchanged sentences
97.1 BGSF, Inc.
−Removed: Clawback Policy
+Added: Clawback Policy, incorporated by reference to 97.1 on Form 10-K for the year ended December 31,2023.
XBRL Instance Document
11 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.