What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-15 compared with 2022-02-16 · 71 added, 48 removed, 168 unchanged (41% of the section changed)

43 unchanged sentences

OTHER INFORMATION

On February 13, 2023, the Company entered into a First Amendment to Executive Employment Agreement (“Amendment”) to amend the Executive Employment Agreement with Mr.

Gafford previously signed on December 31, 2006 (“Employment Agreement”).

Under the Amendment, the Company and Mr.

Gafford extended the severance payments and vesting of equity from 12 to 18 months in the event the Company terminates Mr.

Gafford’s employment without cause or if Mr.

Gafford terminates his employment with good reason (as those terms are defined in the Employment Agreement).

In addition, the Amendment provides that for any equity award that is scheduled to vest based on attainment of specified performance goals over a performance period, the award will vest and be paid after the end of the applicable performance period based on actual performance results, and will be prorated for the portion of the performance period employed, for which purpose Mr.

Gafford will be deemed to have continued employment with the Company for a period of 18 months following the date of termination of employment.

All other terms and conditions of the Employment Agreement remained unchanged.

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is filed as an Exhibit to this Annual Report on Form 10-K and is incorporated by reference herein.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

6 unchanged sentences

EXECUTIVE COMPENSATION

Information regarding the compensation of our directors and executive officers and certain information related to the company’s Compensation Committee is set forth under the headings “Executive Compensation Tables,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “CEO Pay Ratio,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement, and is incorporated herein by this reference thereto.

Information regarding the compensation of our directors and executive officers and certain information related to the company’s Compensation Committee is set forth under the headings “Executive Compensation Tables,” “Compensation of Directors,” “Compensation Discussion and Analysis,” “CEO Pay Ratio,” “Pay Versus Performance,” “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation” in our Proxy Statement, and is incorporated herein by this reference thereto.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

8 unchanged sentences

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

Financial statement schedules

All schedules have been omitted because the required information is presented in the financial statements or notes thereto, the amounts involved are not significant or the schedules are not applicable.

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

14 unchanged sentences

10-K 001-14543 03/11/2005

10.3* Executive Employment Agreement between TrueBlue, Inc and Steven C.

Cooper, effective July 8, 2022.

8-K/A 001-14543 07/14/2022

10.4* Executive Change in Control Agreement between TrueBlue, Inc and Steven C.

Cooper effective July 8, 2022.

8-K/A 001-14543 07/14/2022

10.5* Non-Competition Agreement between TrueBlue, Inc.

and Steven C.

Cooper, effective July 8, 2022.

8-K/A 001-14543 07/14/2022

10.6* Employment Agreement between TrueBlue, Inc.

and Taryn Owen, effective September 22, 2022.

8-K 001-14543 09/27/2022

10.7* Non-Competition Agreement between TrueBlue, Inc.

and Taryn Owen, effective September 27, 2022.

8-K 001-14543 09/27/2022

10.8* Executive Employment Agreement between TrueBlue, Inc.

2 unchanged sentences

10-Q 001-14543 05/04/2007

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

10.9* First Amendment to Executive Employment Agreement between TrueBlue, Inc.

and Derrek L.

Gafford and Patrick Beharelle.

Gafford, dated February 13, 2023.

10.10* Executive Non-Competition Agreement between TrueBlue, Inc.

and Derrek L.

10-Q 001-14543 05/04/2007

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

10.11* Executive Change in Control Agreement between TrueBlue, Inc.

and Derrek L.

Gafford, Patrick Beharelle, Taryn R.

Gafford, Taryn R.

Owen, Carl Schweihs, and Garrett Ferencz.

10-Q 001-14543 05/04/2007

10.12* 2005 Long-Term Equity Incentive Plan

S-8 333-125206 05/25/2005

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

7 unchanged sentences

S-8 333-190220 07/29/2013

10.17* 2016 TrueBlue Omnibus Incentive Plan

S-8 333-211737 06/01/2016

10.18* Amended and Restated 2016 TrueBlue Omnibus Incentive Plan

3 unchanged sentences

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* Form Executive Indemnification Agreement between TrueBlue, Inc.

and Patrick Beharelle, Derrek L.

10.20* Executive Indemnification Agreement between TrueBlue, Inc.

and Steven C.

Cooper , Derrek L.

Gafford, Taryn R.

1 unchanged sentence

10-K 001-14543 02/24/2020

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

Owen, Carl Schweihs, and Garrett Ferencz .

10.21* Non-Competition Agreement between TrueBlue, Inc.

and Carl Schweihs, and Garrett Ferencz.

10-K 001-14543 02/24/2020

Incorporated by reference

Exhibit number Exhibit description Filed herewith Form File no.

Date of first filing

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

1 unchanged sentence

10-K 001-14543 02/24/2020

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

and Patrick Beharelle, Derrek L.

10.23* Restricted Stock Grant Notice between TrueBlue, Inc.

and Derrek L.

Gafford, Taryn R.

1 unchanged sentence

10-K 001-14543 02/24/2020

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

and Patrick Beharelle, Derrek L.

10.24* Performance Share Unit Grant Notice between TrueBlue, Inc.

and Derrek L.

Gafford, Taryn R.

1 unchanged sentence

10-K 001-14543 02/24/2020

Incorporated by reference

Exhibit number Exhibit description Filed herewith Form File no.

Date of first filing

10.25 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 unchanged sentences

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

and Patrick Beharelle, Derrek L.

and Steven C.

Cooper, Derrek L.

Gafford, Taryn R.

2 unchanged sentences

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

and Patrick Beharelle, Derrek L.

and Derrek L.

Gafford, Taryn R.

1 unchanged sentence

10-K 001-14543 02/22/2021

10.26* Executive Employment Agreement, dated September 15, 2021, by and between TrueBlue, Inc., and Taryn R.

8-K 001-14543 9/22/2021

21.1 Subsidiaries of TrueBlue, Inc.

23.1 Consent of Deloitte & Touche LLP - Independent Registered Public Accounting Firm.

31.1 Certification of A.

Patrick Beharelle, Chief Executive Officer of TrueBlue, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.1 Certification of Steven C.

Cooper, Chief Executive Officer of TrueBlue, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 Certification of Derrek L.

Gafford, Chief Financial Officer of TrueBlue, Inc., Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 Certification of A.

Patrick Beharelle, Chief Executive Officer of TrueBlue, Inc.

32.1 Certification of Steven C.

Cooper, Chief Executive Officer of TrueBlue, Inc.

and Derrek L.

10 unchanged sentences

TrueBlue, Inc.

Patrick Beharelle 2/16/2022

/s/ Steven C.

Cooper 2/15/2023

Signature Date

Patrick Beharelle, Director, President and Chief Executive Officer

Cooper, Director, President, and Chief Executive Officer

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 2/16/2022 /s/ Derrek L.

/s/ Steven C.

Cooper 2/15/2023 /s/ Derrek L.

Gafford 2/15/2023

Signature Date Signature Date

Patrick Beharelle, Director, President and Chief Executive Officer Derrek L.

Cooper, Director, President and Chief Executive Officer Derrek L.

Gafford, Chief Financial Officer and Executive Vice President

/s/ Richard B.

Christensen 2/16/2022 /s/ Steven C.

Cooper 2/16/2022

Christensen 2/15/2023 /s/ Jeffrey B.

Sakaguchi 2/15/2023

Signature Date Signature Date

Christensen, Chief Accounting Officer and Senior Vice President Steven C.

Cooper, Chairman of the Board

Christensen, Chief Accounting Officer, Treasurer and Senior Vice President Jeffrey B.

Sakaguchi, Chairman of the Board

/s/ Colleen B.

10 unchanged sentences

/s/ Sonita F.

Lontoh 2/16/2022 /s/ Jeffrey B.

Sakaguchi 2/16/2022

Signature Date Signature Date

Lontoh, Director Jeffrey B.

Sakaguchi, Director

/s/ Kristi A.

Lontoh 2/15/2023 /s/ Kristi A.

Savacool 2/15/2023

Signature Date

Signature Date Signature Date

Lontoh, Director Kristi A.

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