What changed in this filing

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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-15 · 72 added, 77 removed, 162 unchanged (48% 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.

Trading plans

During the fiscal fourth quarter ended December 31, 2023, none of our directors or executive officers adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as such terms are defined in paragraphs (a) and (c), respectively, of Item 408 of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

4 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 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 Corporate Governance and Nominating 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 Corporate Governance and Nominating Committee, including any material changes to the procedures by which shareholders may recommend nominees to the Board of Directors, is set forth under the heading “Corporate Governance” in our Proxy Statement, and is incorporated herein by reference thereto.

EXECUTIVE COMPENSATION

1 unchanged sentence

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

Information with respect to security ownership of certain beneficial owners and management is set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Proxy Statement, and is incorporated herein by this reference thereto.

Information with respect to security ownership of certain beneficial owners and management and related stockholder matters is set forth under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our Proxy Statement, and is incorporated herein by this reference thereto.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

3 unchanged sentences

34 ), is presented under the heading “Fees Paid to Independent Registered Public Accountant for Fiscal Years 2022 and 2023” in our Proxy Statement, and is incorporated herein by this reference thereto.

Information concerning the Audit Committee’s pre-approval policies and procedures is presented under the heading “Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm” in our Proxy Statement, and is incorporated herein by this reference thereto.

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

19 unchanged sentences

10-K 001-14543 03/11/2005

10.3 Amended and Restated Credit Agreement, effective February 9, 2024.

Employment Agreement between TrueBlue, Inc.

and Taryn Owen, dated August 11, 2023.

8-K 001-14543 08/15/2023

Change-In-Control Agreement between TrueBlue, Inc.

and Taryn Owen, dated August 11, 2023.

Form Non-Competition Agreement between TrueBlue, Inc.

and Taryn Owen, effective September 27, 2022.

8-K 001-14543 09/27/2022

Executive Employment Agreement between TrueBlue, Inc and Steven C.

8 unchanged sentences

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

Executive Employment Agreement between TrueBlue, Inc.

Schweihs, dated October 9, 2023.

001-14543 10/10/2023

Executive Non-Competition Agreement between TrueBlue, Inc.

Schweihs, dated October 9, 2023.

001-14543 10/10/2023

Executive Employment Agreement between TrueBlue, Inc.

and Derrek L.

4 unchanged sentences

Gafford, dated February 13, 2023.

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

001-14543 02/15/2023

Form Executive Non-Competition Agreement between TrueBlue, Inc.

and Derrek L.

10-Q 001-14543 05/04/2007

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

Form Executive Change in Control Agreement between TrueBlue, Inc.

and Derrek L.

Gafford, Carl Schweihs, and Garrett Ferencz.

10-Q 001-14543 05/04/2007

Form Non-Competition Agreement between TrueBlue, Inc.

and Garrett Ferencz.

10-K 001-14543 02/24/2020

Form Executive Indemnification Agreement between TrueBlue, Inc.

and Steven C.

Cooper, Derrek L.

Gafford, Taryn R.

Owen, Carl Schweihs, and Garrett Ferencz.

10-K 001-14543 02/24/2020

Executive Employment Agreement between TrueBlue, Inc.

and Garrett Ferencz, as amended July 1, 2020.

10-Q 001-14543 07/27/2020

10.12* 2005 Long-Term Equity Incentive Plan

S-8 333-125206 05/25/2005

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

5 unchanged sentences

10-K 001-14543 02/22/2012

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

S-8 333-190220 07/29/2013

Incorporated by reference

Exhibit number Exhibit description Filed herewith Form File no.

Date of first filing

2016 TrueBlue Omnibus Incentive Plan.

S-8 333-211737 06/01/2016

10.18* Amended and Restated 2016 TrueBlue Omnibus Incentive Plan

2016 TrueBlue Omnibus Incentive Plan, as amended and restated, effective May 9, 2018.

S-8 333-238093 05/08/2020

10.19 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

10.20* Executive Indemnification Agreement between TrueBlue, Inc.

2010 Employee Stock Purchase Plan, as amended and restated, effective May 11, 2023.

2016 Omnibus Incentive Plan, as amended and restated, effective May 11, 2023.

Form 2021 Restricted Share Unit Award Notice between TrueBlue, Inc.

and Steven C.

2 unchanged sentences

Owen, Carl Schweihs, and Garrett Ferencz.

10-K 001-14543 02/24/2020

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.

and Carl Schweihs.

10-K 001-14543 02/24/2020

10.23* Restricted Stock Grant Notice between TrueBlue, Inc.

Form 2021 Performance Share Unit Award Notice between TrueBlue, Inc.

and Derrek L.

1 unchanged sentence

Owen, Carl Schweihs, and Garrett Ferencz.

10-K 001-14543 02/24/2020

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

Form 2022 Restricted Share Unit Award Notice between TrueBlue, Inc.

and Derrek L.

Gafford, Taryn R.

Owen and Carl Schweihs.

10-K 001-14543 02/24/2020

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-K 001-14543 03/17/2020

10.26 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

10.27* Executive Employment Agreement between TrueBlue, Inc.

and Garrett Ferencz, as amended July 1, 2020.

10-Q 001-14543 07/27/2020

10.28 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-K 001-14543 02/22/2021

Owen, Carl Schweihs, and Garrett Ferencz.

Form 2022 Performance Share Unit Grant Notice between Derrek L.

Gafford, Taryn R.

Owen, Carl Schweihs, and Garrett Ferencz.

Form 2023 Restricted Share Unit Award Notice between TrueBlue, Inc.

3 unchanged sentences

Owen, Carl Schweihs, and Garrett Ferencz.

10-K 001-14543 02/22/2021

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

and Derrek L.

Form 2023 Performance Share Unit Grant Notice between Steven C.

Cooper, Derrek L.

Gafford, Taryn R.

Owen, Carl Schweihs, and Garrett Ferencz.

10-K 001-14543 02/22/2021

Letter of Separation and Resignation between TrueBlue, Inc.

and Derrek L.

21.1 Subsidiaries of TrueBlue, Inc.

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

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 Steven C.

Cooper, Chief Executive Officer of TrueBlue, Inc.

and Derrek L.

Gafford, Chief Financial Officer of TrueBlue, Inc., Pursuant to 18 U.S.C.

31.1 Certification of Taryn R.

Owen, 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 Carl R.

Schweihs, 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 Taryn R.

Owen, Chief Executive Officer of TrueBlue, Inc.

Schweihs, Chief Financial Officer of TrueBlue, Inc., Pursuant to 18 U.S.C.

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

97.1 Incentive Compensation Recovery Policy, dated September 14, 2023.

101 The following financial statements from the Company’s 10-K, formatted as Inline XBRL:

7 unchanged sentences

TrueBlue, Inc.

/s/ Steven C.

Cooper 2/15/2023

Owen 2/21/2024

Signature Date

Cooper, Director, President, and Chief Executive Officer

Owen, Chief Executive Officer and 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.

/s/ Steven C.

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

Gafford 2/15/2023

Owen 2/21/2024 /s/ Carl R.

Schweihs 2/21/2024

Signature Date Signature Date

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

Gafford, Chief Financial Officer and Executive Vice President

Owen, Chief Executive Officer and President

Schweihs, Chief Financial Officer and Executive Vice President

/s/ Richard B.

2 unchanged sentences

Signature Date Signature Date

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

Christensen, Chief Accounting Officer, Treasurer and Senior Vice President

Sakaguchi, Chairman of the Board

11 unchanged sentences

/s/ Sonita F.

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

Savacool 2/15/2023

Lontoh 2/21/2024 /s/ Paul G.

Signature Date Signature Date

Lontoh, Director Kristi A.

Lontoh, Director Paul G.

Reitz, Director

/s/ Kristi A.

Savacool 2/21/2024

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