UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~November 7~~February 24, ~~2025~~2026

BGSF, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-36704	26-0656684
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

~~5850~~14901 ~~Granite~~Quorum ~~Parkway~~Drive, Suite ~~730~~800

~~Plano~~Dallas, Texas ~~75024~~75254

(Address of principal executive offices, including zip code)

(972) 692-2400

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


			¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


			¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


			¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


			¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BGSF	NYSE

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; ~~Appointment~~Appointmentof of Certain Officers; Compensatory Arrangements of Certain Officers.

OnThe ~~November 5,~~Board ~~2025,~~of Directors of BGSF, Inc. (~~the~~ “~~Company~~BGSF”) ~~held~~or ~~its annual meeting of stockholders (~~the ~~"Annual Meeting"~~“Company”). Atrecently ~~the Annual Meeting, the Company's stockholders~~ approved ~~(i) an amendment to~~ the ~~BGSF,~~appointments ~~Inc. 2013 Long-Term Incentive Plan to increase the number~~ of ~~shares~~Keith ofSchroeder ~~common stock reserved for issuance thereunder by 250,000 shares,~~ and ~~(ii)~~Kelly anBrown ~~amendment~~as toCo-Chief ~~the~~Executive ~~BGSF,~~Officers Inc. 2020 Employee Stock Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 250,000 shares. A more complete description of the terms of such plans can be found in the definitive proxy statement on ~~Schedule~~a ~~14A filed with the SEC on September 16~~permanent, ~~2025,~~non-interim ~~which description is incorporated by reference herein~~basis.

~~Item~~On 5February 24, 2026, B G Staff Services, Inc.07, ~~Submission~~a subsidiary of ~~Matters~~the toCompany, aentered ~~Vote~~into an Executive Employment Agreement (the “Employment Agreement”) with Ms. Brown. The Employment Agreement remains in effect through December 31, 2027, and then under successive one-year extensions unless written notice of ~~Security~~non-renewal ~~Holders~~is given in accordance with the Employment Agreement. The initial annualized base salary will be $375,000. Ms. Brown’s annualized base salary may be evaluated by the Compensation Committee, but may not be less than the then effective base salary.

Ms. ~~The~~Brown is eligible to receive an annual bonus based on the Company'’s ~~stockholders~~adjusted ~~voted~~EBITDA onas ~~six~~reported ~~proposals~~in the Company’s financial statements for the applicable fiscal year and ~~cast~~set ~~their~~forth ~~votes~~in asher ~~described~~variable ~~below~~pay plan(s). Moreover, ~~The~~if ~~proposals~~certain ~~are~~acquisitions ~~further~~occur during her employment period, and Ms. Brown is involved in the acquisition as described in the ~~Company’s~~Employment ~~definitive~~Agreement, ~~proxy~~Ms. ~~statement~~Brown onwill ~~Schedule~~receive ~~14A~~a bonus equal to 1% of the acquired company’s adjusted EBITDA, as ~~filed~~determined ~~with~~by the ~~SEC~~Company’s onBoard ~~September~~of 16Directors, ~~2025~~for the first 12 months after the acquisition’s closing date.

~~Proposal~~The 1Compensation Committee may also grant discretionary bonuses, stock options, or restricted stock. Incentive-based compensation, payments, and benefits provided to Ms. Brown under the Employment Agreement will be subject to claw back under certain circumstances as described in the Employment Agreement.

AnIn ~~election~~the ofevent ~~Class~~that IIMs. ~~directors~~Brown’s ofemployment is terminated for any reason, she will be eligible to receive her accrued but unpaid base salary, earned but unpaid acquisition bonus, and (if the ~~Company~~termination is due to ~~serve~~death, ~~until~~involuntary termination without “cause” (as defined in the ~~third~~Employment Agreement), termination for “good reason” (as defined in the Employment Agreement), or expiration of the employment period) earned but unpaid annual ~~meeting~~bonus ~~following~~for the ~~Annual~~preceding ~~Meeting.~~fiscal ~~The~~year ~~following~~and ~~individuals~~a ~~were~~prorated ~~elected~~annual asbonus ~~Class~~for IIthe ~~directors~~fiscal ofyear in which the ~~Company:~~termination occurs.

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Richard L. Baum, Jr.	4,015,562	1,124,854	1,657,164
Paul A. Seid	4,047,599	1,092,817	1,657,164

In the event Ms. Brown’s employment is terminated without “cause” or for “good reason,” or as a result of the Company’s non-renewal, Ms. Brown will also receive a severance amount equal to 12 months of base salary and an additional amount equal to COBRA premiums for 18 months, which amounts are contingent upon Ms. Brown’s execution and non-revocation of a separation agreement and general release of claims. Ms. Brown will also become fully vested in any outstanding equity awards, subject to the conditions specified in the Employment Agreement.

~~There~~In ~~were~~the noevent ~~abstentions~~Ms. onBrown ~~this~~is ~~matter~~terminated by the Company without “cause” or by Ms. Brown after a “change of control” within one year after such “change of control,” then the aforementioned severance amount would be increased from 12 months to 18 months of base salary, and Ms. Brown would become fully vested in any outstanding equity awards, subject to the execution and non-revocation of a separation agreement and general release of claims.

~~Proposal~~On 2February 24, 2026, B G Staff Services, Inc. and Ms. Brown have also entered into a non-disclosure of confidential information, non-solicitation, non-interference, and non-competition agreement. Pursuant to the agreement, Ms. Brown generally agrees not to disclose or use the Company’s confidential information (as defined in the agreement) and, for a period of 18 months following her termination, not to solicit our clients, interfere with the Company’s clients or suppliers, or solicit the Company’s employees, billable independent contractors, or other personnel. Ms. Brown also agrees to a non-compete for a period of 12 months after termination of her employment.

~~The~~On ~~proposal~~February to24, ~~ratify~~2026, the ~~appointment~~Company ofalso ~~Whitley~~entered ~~Penn~~into ~~LLP~~an asIndemnification ~~our~~Agreement ~~independent~~with ~~registered~~Ms. ~~public~~Brown. ~~accounting~~The ~~firm~~Indemnification Agreement clarifies, and supplements indemnification provisions already contained in the Company’s Bylaws and generally provides for indemnification of Ms. Brown to the ~~fiscal~~fullest ~~year~~extent ~~ending~~permitted ~~December~~by 28Delaware law, ~~2025~~subject ~~was~~to ~~approved~~certain ~~based~~exceptions, ~~upon~~against ~~the~~expenses, ~~following~~judgments, ~~votes:~~ fines, and other amounts actually and reasonably incurred in connection with her service as an executive officer, and also provides for rights to advancement of expenses.

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
6,125,662						657,321						14,596						—

The descriptions of the Employment Agreement and the Indemnification Agreement set forth in this Item 5.02 are not complete and are qualified in their entirety by reference to the full text of such agreements, which are attached hereto as Exhibits 10.1 and 10.2 and are hereby incorporated herein by reference.

~~Proposal~~The 3information disclosed under Item 5.02 in the Company’s Current Report on Form 8-K filed on June 23, 2025 is hereby incorporated herein by reference.

~~The~~Item ~~proposal~~9.01 toFinancial ~~approve~~Statements ~~the~~and ~~amendment to the 2013 BGSF long-term incentive plan was approved based upon the following votes:~~Exhibits.

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
3,264,140						1,850,331						25,943						1,657,166

(d)Exhibits

Proposal 4


Exhibit No.			Description
10.1			Form of Indemnification Agreement for director and executive officers of BGSF, Inc. (incorporated by reference from the Current Report on Form 8-K filed on February 4, 2014)
10.2			Executive Employment Agreement, dated as of February 24, 2026, between B G Staff Services, Inc. and Kelly Brown
104.0			Cover Page Interactive Data File (embedded within the Inline XBRL document)

The proposal to approve the amendment to the 2020 BGSF employee stock purchase plan was approved based upon the following votes:

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
4,915,918						209,264						15,232						1,657,166

Proposal 5

The advisory vote to approve named executive officer compensation was approved based upon the following votes:

Number of Votes For						Number of Votes Against						Number of Votes Abstained						Broker Non-Votes
3,640,870						1,242,037						257,506						1,657,167

Proposal 6

The advisory vote to approve the how frequently shareholders will be provided a "Say-on-pay" was approved for based upon the following votes:

Every 1 Year						Every 2 Year						Every 3 Year						Abstain						Broker Non-Votes
2,412,130						40,980						2,397,818						271,486						1,675,166

The Board of Directors of the Company decided on an “every year” frequency.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit

No. Description

10.1 BGSF, Inc. 2013 Long-Term Incentive Plan, as amended (incorporated by reference to Annex A to the Definitive Proxy Statement on Schedule 14A filed with the SEC on September 16, 2025)

10.2 BGSF, Inc. 2020 Employee Stock Purchase Plan, as amended (incorporated by reference to Annex B to the Definitive Proxy Statement on Schedule 14A filed with the SEC on September 16, 2025)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			BGSF, INC.
Date:	~~November~~March 72, ~~2025~~2026		/s/ Keith Schroeder
		Name:	Keith Schroeder
		Name:Title:	Keith SchroederCo-Chief Executive Officer, Chief Financial Officer, and Secretary(Principal Executive Officer and Principal Financial Officer)
		Title:	Interim Co-Chief Executive Officer, Chief Financial Officer and Secretary
			(Principal Executive Officer and Principal Financial Officer)

Filing Compare · BGSF, INC.