What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-22 compared with 2020-02-24 · 92 added, 73 removed, 123 unchanged (57% of the section changed)

1 unchanged sentence

Disclosure controls and procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended as of the end of the period covered by this report.

Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective as of December 27, 2020.

18 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 27, 2020, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements and financial statement schedule as of and for the year ended December 29, 2019 of the Company and our report dated February 24, 2020 expressed an unqualified opinion on those financial statements and financial statement schedule.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the consolidated financial statements as of and for the year ended December 27, 2020 of the Company and our report dated February 22, 2021 expressed an unqualified opinion on those financial statements.

Basis for Opinion

21 unchanged sentences

Information concerning our executive officers is set forth under the heading “Executive Officers” in our Proxy Statement, and is incorporated herein by reference thereto.

Information regarding compliance with Section 16(a) of the Exchange Act, our Code of Conduct and Business Ethics and certain information related to the company’s Audit Committee and Governance Committee is set forth under the heading “Corporate Governance” in our Proxy Statement, and is incorporated herein by reference thereto.

Information regarding compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, our Code of Conduct and Business Ethics and certain information related to the company’s Audit Committee and Governance Committee is set forth under the heading “Corporate Governance” in our Proxy Statement, and is incorporated herein by reference thereto.

EXECUTIVE COMPENSATION

6 unchanged sentences

Information concerning principal accounting fees and services is presented under the heading “Fees Paid to Independent Public Accountant for Fiscal Years 2020 and 2019” in our Proxy Statement, and is incorporated herein by this reference thereto.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The following documents are filed as a part of this 10-K:

a) The following documents are filed as a part of this 10-K:

Financial statements

Financial statements can be found under Item 8 of Part II of this Form 10-K.

Financial statement schedules

Financial statement Schedule II can be found on the following page.

The exhibits are listed in the Index to Exhibits, which appears immediately following the financial statement schedules.

FINANCIAL STATEMENT SCHEDULES

Schedule II, Valuation and Qualifying Accounts

Allowance for doubtful accounts activity was as follows:

(in thousands)

Balance, beginning of the year

Charged to expense

Balance, end of year

Insurance receivable valuation allowance activity was as follows:

(in thousands)

Balance, beginning of the year

Charged to expense

Release of allowance

Balance, end of year

Income tax valuation allowance activity was as follows:

(in thousands)

Balance, beginning of the year

Charged to expense

Transition to the U.S.

Tax Cuts and Jobs Act

Release of allowance

Balance, end of year

The exhibits are listed in the Index to Exhibits, which can be found on the following page.

INDEX TO EXHIBITS

Incorporated by reference

Exhibit number

Exhibit description

Filed herewith

Exhibit number Exhibit description Filed herewith Form File no.

Date of first filing

3.1 Amended and Restated Articles of Incorporation.

8-K 001-14543 05/12/2016

3.2 Amended and Restated Bylaws.

10-Q 001-14543 10/30/2017

4.1 Description of Securities

1 unchanged sentence

and Lumbermen’s Mutual Casualty Company, American Motorist Insurance Company, American Protection Insurance Company and American Manufacturers Mutual Insurance Company and National Union Fire Insurance Company of Pittsburgh, PA, dated December 29, 2004.

10-K 001-14543 03/11/2005

10.2 Indemnification Agreement between TrueBlue, Inc.

and National Union Fire Insurance Company of Pittsburgh, PA dated December 29, 2004.

Executive Employment Agreement between TrueBlue, Inc.

Defebaugh, dated August 3, 2005.

First Amendment to the Executive Employment Agreement between TrueBlue, Inc.

Defebaugh, dated December 31, 2006.

10-K 001-14543 03/11/2005

10.3* Executive Employment Agreement between TrueBlue, Inc.

1 unchanged sentence

Gafford, dated December 31, 2006.

10-Q 001-14543 05/04/2007

10.4* Form Executive Non-Competition Agreement between TrueBlue, Inc.

Defebaugh, Derrek L.

and Derrek L.

Gafford and Patrick Beharelle.

Form Executive Indemnification Agreement between TrueBlue, Inc.

and Patrick Beharelle, Jim E.

Defebaugh, Derrek L.

Gafford, Taryn R.

Owen, and Carl Schweihs.

10-Q 001-14543 05/04/2007

10.5* Form Executive Change in Control Agreement between TrueBlue, Inc.

Defebaugh, Derrek L.

and Derrek L.

Gafford, Patrick Beharelle, Taryn R.

Owen, and Carl Schweihs.

Owen, Carl Schweihs , Garrett Ferencz and Brannon Lacey .

10-Q 001-14543 05/04/2007

10.6* Equity Retainer And Deferred Compensation Plan For Non- Employee Directors, effective January 1, 2010.

S-8 333-164614 02/01/2010

10.7 2010 Employee Stock Purchase Plan.

S-8 333-167770 06/25/2010

10.8* TrueBlue, Inc.

Nonqualified Deferred Compensation Plan.

10-K 001-14543 02/22/2012

10.9* Amended and Restated 2005 Long-Term Equity Incentive Plan.

TrueBlue 2016 Omnibus Incentive Plan

S-8 333-190220 07/29/2013

10.10* Amended and Restated TrueBlue 2016 TrueB l ue Omnibus Incentive Pla n

DEF 14A 001-14543 03/29/2018

10.11 Credit agreement by and among Bank of America, N.A., Wells Fargo Bank, N.A., PNC Bank, N.A., Key Bank, HSBC and TrueBlue, Inc.

dated as of July 13, 2018.

8-K 001-14543 07/16/2018

10.12* Executive Employment Agreement between TrueBlue, Inc.

and Patrick Beharelle, dated September 18, 2018.

8-K 001-14543 09/18/2018

10.13* First Amendment to Change-in-Control Agreement between TrueBlue, Inc.

and Patrick Beharelle, dated September 18, 2018.

8-K 001-14543 09/18/2018

10.14* First Amendment to Non-Competition Agreement between TrueBlue, Inc.

and Patrick Beharelle, dated September 18, 2018.

8-K 001-14543 09/18/2018

10.15* Employment Agreement, as amended November 11, 2019, by and between TrueBlue, Inc., and Taryn R.

8-K 001-14543 11/13/2019

10.16* Form Executive Indemnification Agreement between TrueBlue, Inc.

and Patrick Beharelle, Derrek L.

Gafford, Taryn R.

Owen, Carl Schweihs , Garrett Ferencz and Brannon Lacy .

10-K 001-14543 02/24/2020

10.17* Form Non-Competition Agreement between TrueBlue, Inc.

Owen, and Carl Schweihs.

Executive Employment Agreement, effective June 3, 2019, between TrueBlue, Inc., and Carl Schweihs.

Incorporated by reference

Exhibit number

Exhibit description

Filed herewith

Date of first filing

Owen, Carl Schweihs , Garrett Ferencz and Brannon Lacey .

10-K 001-14543 02/24/2020

10.18* Executive Employment Agreement, effective June 3, 2019, between TrueBlue, Inc.

and Carl Schweihs.

10-K 001-14543 02/24/2020

10.19* Form Restricted Share Award Notice between TrueBlue, Inc.

and Patrick Beharelle, Derrek L.

Gafford, Jim E.

Defebaugh, Taryn R.

Owen, and Carl Schweihs.

Gafford, Taryn R.

Owen , Carl Schweihs , Garrett Ferencz and Branno n Lacey .

10-K 001-14543 02/24/2020

Incorporated by reference

Exhibit number Exhibit description Filed herewith Form File no.

Date of first filing

10.20* Form Performance Share Unit Award Notice between TrueBlue, Inc.

and Patrick Beharelle, Derrek L.

Gafford, Jim E.

Defebaugh, Taryn R.

Gafford, Taryn R.

Owen and Carl Schweihs.

10-K 001-14543 02/24/2020

10.21 First Amendment to Credit Agreement dated as of March 16, 2020 by and among Bank of America, N.A., Wells Fargo Bank, N.A., PNC Bank, National Association, Key Bank, HSBC and TrueBlue, Inc.

8-K 001-14543 03/17/2020

10.22 Second Amendment to Credit Agreement dated as of June 24, 2020 by and among Bank of America, N.A., Wells Fargo Bank, N.A., PNC Bank, National Association, Key Bank, HSBC and TrueBlue, Inc.

10-Q 001-14543 07/27/2020

10.23* Executive Employment Agreement between TrueBlue, Inc.

and Garrett Ferencz, as amended July 1, 2020.

10-Q 001-14543 07/27/2020

10.24* Executive Employment Agreement between TrueBlue, Inc.

and Brannon Lacey effective as of September 11, 2020.

10-Q 001-14543 10/26/2020

10.25* Executive Employment Agreement between TrueBlue, Inc.

and Richard Christensen effective as of January 27, 2020.

10.26 Third Amendment to Credit Agreement dated as of January 28, 2021 by and among Bank of America, N.A., Wells Fargo Bank, N.A., PNC Bank, National Association, Key Bank, HSBC and TrueBlue, Inc.

10.27* Form Restricted Share Unit Award Notice between TrueBlue, Inc.

and Patrick Beharelle, Derrek L.

Gafford, Taryn R.

Owen, Carl Schweihs, Garrett Ferencz and Brannon Lacey.

10.28* Revised Form Performance Share Unit Award Notice between TrueBlue, Inc.

and Patrick Beharelle, Derrek L.

Gafford, Taryn R.

Owen , Carl Schweihs , and Brannon Lacey .

21.1 Subsidiaries of TrueBlue, Inc.

11 unchanged sentences

(i) Consolidated Balance Sheets, (ii) Consolidated Statements of Operations and Comprehensive Income, (iii) Consolidated Statements of Shareholders’ Equity, (iv) Consolidated Statements of Cash Flows, and (v) Notes to consolidated financial statements.

Cover page interactive data file - The cover page from this Annual Report on Form 10-K is formatted as Inline XBRL

104 Cover page interactive data file - The cover page from this Annual Report on Form 10-K is formatted as Inline XBRL X — — —

* Indicates a management contract or compensatory plan or arrangement

Copies of Exhibits may be obtained upon request directed to Mr.

Defebaugh, TrueBlue, Inc., PO Box 2910, Tacoma, Washington, 98401 and many are available at the SEC’s website found at www.sec.gov.

Garrett Ferencz, TrueBlue, Inc., PO Box 2910, Tacoma, Washington, 98401 and many are available at the SEC’s website found at www.sec.gov.

FORM 10-K SUMMARY

2 unchanged sentences

Patrick Beharelle 2/22/2021

Signature Date

Patrick Beharelle, Director, President and Chief Executive Officer

/s/ Derrek L.

Gafford 2/22/2021

Signature Date

Gafford, Chief Financial Officer and

Executive Vice President

/s/ Norman H.

Frey, Chief Accounting Officer and

Senior Vice President

/s/ Richard B.

Christensen 2/22/2021

Signature Date

Christensen, Chief Accounting Officer and Senior Vice President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Patrick Beharelle

/s/ Steven C.

Patrick Beharelle, Director, President and Chief Executive Officer

Patrick Beharelle 2/22/2021 /s/ Steven C.

Cooper 2/22/2021

Signature Date Signature Date

Patrick Beharelle, Director, President and Chief Executive Officer Steven C.

Cooper, Chairman of the Board

/s/ Colleen B.

/s/ William C.

Brown, Director

Brown 2/22/2021 /s/ William C.

Goings 2/22/2021

Signature Date Signature Date

Brown, Director William C.

Goings, Director

/s/ Kim Harris Jones

/s/ Stephen M.

Kim Harris Jones, Director

Robb, Director

/s/ Kim Harris Jones 2/22/2021 /s/ Chris Kreidler 2/22/2021

Signature Date Signature Date

Kim Harris Jones, Director Chris Kreidler, Director

/s/ Jeffrey B.

/s/ Bonnie W.

Sakaguchi, Director

Sakaguchi 2/22/2021 /s/ Bonnie W.

Soodik 2/22/2021

Signature Date Signature Date

Sakaguchi, Director Bonnie W.

Soodik, Director

/s/ Kristi A.

Savacool 2/22/2021

Signature Date

Savacool, Director

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.

What changed 10-K

Item 9A. Controls and Procedures