UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a‑12 |
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BARRETT BUSINESS SERVICES, INC. |
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(Name of Registrant as Specified In Its Charter)
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FOR IMMEDIATE RELEASE
Barrett Business Services, Inc. Responds to Statements by Sherertz Group
VANCOUVER, Washington, January 31, 2012 – Barrett Business Services, Inc. (BBSI) (NASDAQ: BBSI) announced today that it continues to be willing to act upon a request for a special meeting of stockholders by Kimberly J. Jacobsen Sherertz and her group if BBSI receives a request that complies with Maryland law and BBSI’s bylaws.
Anthony Meeker, BBSI's chairman of the board, emphasized, "Contrary to Ms. Sherertz’s most recent SEC filing, the Board has never stated, publicly or privately, that it will not call a special meeting of stockholders. In fact, management and the Board have been diligently preparing for such a meeting in light of repeated statements by Ms. Sherertz’s attorneys, as recently as last Friday, that a revised request from holders of record of the required percentage of shares would be submitted shortly. Especially in light of the significant time, expense and distraction involved in holding a special stockholders meeting, the Board must assure that all legal requirements have been met consistent with its duty to act in accordance with the law and in the best interests of the company.”
Mr. Meeker continued, “We must conclude from yesterday's 13D filing either that Ms. Sherertz is unable to produce the required documentation described in our counsel's January 13 letter to her attorneys or that she and her advisers have decided to drop their request for a special meeting for other reasons. For them to act as if we denied a valid request is misleading to our other shareholders.”
About BBSI
BBSI is a leading provider of business management solutions, combining human resource outsourcing and professional management consulting to create a unique operational platform that differentiates it from competitors. The company's integrated platform is built upon expertise in payroll processing, employee benefits, workers' compensation coverage, risk management and workplace safety programs, and human resource administration. BBSI's partnerships help businesses of all sizes improve the efficiency of their operations. BBSI works with more than 3,000 clients across all lines of business in 25 states. For more information, please visit www.barrettbusiness.com.
Important Information
This release may be deemed to be solicitation material in respect of the solicitation of proxies from stockholders in connection with one or more meetings of BBSI’s stockholders in 2012, including a special meeting of stockholders, if such a meeting is called, and the company's 2012 annual meeting. The company will file a proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with any meeting of stockholders that is called. The proxy statement, any other relevant documents and other material filed with the SEC concerning the company will be, when filed, available free of charge at http://www.sec.gov and http://www.barrettbusiness.com/investor-relations. Stockholders are urged to read each proxy statement and any other relevant documents filed when they become available because they will contain important information.
Information Regarding Participants
BBSI, its directors and certain of its executive officers and employees may be deemed to be participants in the solicitation of proxies from stockholders as described above. Information concerning these participants is available in the company’s proxy statement for the 2011 annual meeting of stockholders, filed with the SEC on April 18, 2011, and in subsequent SEC filings on Forms 3, 4 and 5. The company will file a proxy statement with the SEC in connection with any meeting of stockholders that is called. Stockholders are advised to read any such proxy statement and other relevant documents filed when they become available because they will contain important information, including information with respect to participants. You can obtain free copies of these referenced documents as described above.