What changed in this filing

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Item 9A. Controls and Procedures

2025-02-19 compared with 2024-02-21 · 27 added, 62 removed, 172 unchanged (34% of the section changed)

52 unchanged sentences

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.

Insider Trading Policy

We have adopted an insider trading policy and procedures applicable to our directors, officers and employees, and have implemented processes for the company we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

38 unchanged sentences

8-K 001-14543 09/27/2022

Executive Employment Agreement between TrueBlue, Inc and Steven C.

Cooper, effective July 8, 2022.

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

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

Cooper effective July 8, 2022.

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

Non-Competition Agreement between TrueBlue, Inc.

and Steven C.

Cooper, effective July 8, 2022.

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

Executive Employment Agreement between TrueBlue, Inc.

4 unchanged sentences

001-14543 10/10/2023

Executive Employment Agreement between TrueBlue, Inc.

and Derrek L.

Gafford, dated December 31, 2006.

10-Q 001-14543 05/04/2007

First Amendment to Executive Employment Agreement between TrueBlue, Inc.

and Derrek L.

Gafford, dated February 13, 2023.

001-14543 02/15/2023

Form Executive Non-Competition Agreement between TrueBlue, Inc.

and Derrek L.

10-Q 001-14543 05/04/2007

Form Executive Change in Control Agreement between TrueBlue, Inc.

and Derrek L.

Gafford, Carl Schweihs, and Garrett Ferencz.

and Carl Schweihs, Garrett Ferencz, Richard Betori and Kristy Fitzsimmons-Willis.

10-Q 001-14543 05/04/2007

Executive Employment Agreement between TrueBlue, Inc.

and Garrett Ferencz, as amended July 1, 2020.

10-Q 001-14543 07/27/2020

Form Non-Competition Agreement between TrueBlue, Inc.

2 unchanged sentences

Form Executive Indemnification Agreement between TrueBlue, Inc.

and Steven C.

Cooper, Derrek L.

Gafford, Taryn R.

Owen, Carl Schweihs, and Garrett Ferencz.

Owen, Carl Schweihs, Garrett Ferencz, Richard Betori and Kristy Fitzsimmons-Willis.

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

E mployment Agreement between TrueBlue, Inc.

and Richard Betori, effective March 20, 2023.

001-14543 05/06/2024

N on-Competition Agreement between TrueBlue, Inc.

and Richard Betori, dated March 31, 2023.

001-14543 05/06/2024

E mployment Agreement between TrueBlue, Inc.

and Kristy Fitzsimmons-Willis, effective March 20, 2023.

001-14543 05/06/2024

F orm Restricted Share Unit Award for grants on or after February 23, 2024.

001-14543 05/06/2024

F orm Performance Share Unit Award for grants on or after March 7, 2024.

001-14543 05/06/2024

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

5 unchanged sentences

10-K 001-14543 02/22/2012

2016 TrueBlue Omnibus Incentive Plan.

S-8 333-211737 06/01/2016

Incorporated by reference

1 unchanged sentence

Date of first filing

2016 TrueBlue Omnibus Incentive Plan.

S-8 333-211737 06/01/2016

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

2 unchanged sentences

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.

Cooper, Derrek L.

Gafford, Taryn R.

Owen, Carl Schweihs, and Garrett Ferencz.

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

and Derrek L.

Gafford, Taryn R.

Owen, Carl Schweihs, and Garrett Ferencz.

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

and Derrek L.

Gafford, Taryn R.

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.

and Steven C.

Cooper, Derrek L.

Gafford, Taryn R.

Owen, Carl Schweihs, and Garrett Ferencz.

Form 2023 Performance Share Unit Grant Notice between Steven C.

Cooper, Derrek L.

Gafford, Taryn R.

Owen, Carl Schweihs, and Garrett Ferencz.

Letter of Separation and Resignation between TrueBlue, Inc.

and Derrek L.

2016 Omnibus Incentive Plan, as amended and restated, effective May 15, 2024.

19.1 I nsider Trading P olicy

21.1 Subsidiaries of TrueBlue, Inc.

27 unchanged sentences

Schweihs, Chief Financial Officer and Executive Vice President

/s/ Richard B.

Christensen 2/21/2024 /s/ Jeffrey B.

Embick 2/19/2025 /s/ Jeffrey B.

Sakaguchi 2/19/2025

Signature Date Signature Date

Christensen, Chief Accounting Officer, Treasurer and Senior Vice President

Embick, Chief Accounting Officer, Senior Vice President

Sakaguchi, Chairman of the Board

20 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.

What changed 10-K

Item 9A. Controls and Procedures