TrueBlue, Inc.
For the period ended May 14, 2025. Filed Apr 4, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 14, 2025 · Filed Apr 4, 2025
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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Under Section 240.14a-12 |
|---|
TrueBlue, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials: |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2025 Annual
Meeting of Shareholders
and Proxy Statement
Wednesday, May 14, 2025 at 8:00 a.m., Pacific Daylight Time
Virtual Meeting Site: www.virtualshareholdermeeting.com/TBI2025
Letter to Shareholders
Dear Shareholders:
On behalf of the board of directors and management of TrueBlue, Inc. (“TrueBlue,” “Company,” “we,” “us,” or “our”), it is a pleasure to invite you to TrueBlue’s 2025 Annual Meeting of Shareholders (“Meeting”). This year’s Meeting will be held in a virtual format through a live webcast at www.virtualshareholdermeeting.com/TBI2025 on Wednesday, May 14, 2025, at 8:00 a.m., Pacific Daylight Time (“PDT”). A recording of the Meeting will be available on the TrueBlue Investor Relations website after the Meeting. For further information on how to participate in the Meeting, please see the Information About the Meeting section in the proxy statement.
You may submit questions in writing during the Meeting. To submit a question during the Meeting, you must first join the Meeting with your 16-digit control number (“Control Number”). Your Control Number can be found next to the label for postal mail recipients or within the body of the email sending you the proxy statement. We intend to answer questions pertinent to Company matters as time allows at the question and answer session following the formal portion of the Meeting. Questions that are substantially similar may be grouped and answered once to avoid repetition. The Meeting webcast will begin promptly at 8:00 a.m. PDT. We encourage you to access the Meeting prior to the start time. Online check-in will begin at 7:30 a.m. PDT, and you should allow ample time for the check-in procedures. If you experience technical difficulties during the check-in process or during the Meeting, a technical assistance phone number will be made available on the Meeting’s registration page 15 minutes prior to the start time of the Meeting.
As in prior years, TrueBlue has elected to deliver our proxy materials to the majority of our shareholders over the internet. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving resources and lowering the cost of delivery. On or about April 4, 2025, we mailed to our shareholders a Notice of Internet Availability of Proxy Materials (the “Proxy Notice”) containing instructions on how to access our 2025 proxy statement and 2024 Annual Report to shareholders for the fiscal year ended December 29, 2024 (the “2024 Annual Report”). The Proxy Notice also provides instructions on how to vote online, by telephone, or by requesting and returning a proxy card, and includes instructions on how to receive a paper copy of the proxy materials by mail.
The matters to be acted upon are described in the Notice of Annual Meeting of Shareholders and proxy statement.
YOUR VOTE IS VERY IMPORTANT. Whether or not you plan to attend, it is important that your shares be represented. Please vote online, by telephone, or by mail as soon as possible to ensure that your vote is counted. If you are a shareholder of record and attend the Meeting, you will have the right to vote your shares during the Meeting.
Very truly yours,
/s/ Jeffrey B. Sakaguchi
Jeffrey B. Sakaguchi
Board Chair
TrueBlue, Inc. 2025 Proxy Statement P. 1
Notice of 2025 Annual Meeting of Shareholders
DATE AND TIME May 14, 2025 at 8:00 a.m., Pacific Daylight Time
LOCATION www.virtualshareholdermeeting.com/TBI2025
RECORD DATE March 14, 2025
1015 A Street
Tacoma, Washington 98402
Voting Matters
Shareholders as of March 14, 2025, are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals.
| Proposals* | Board Vote Recommendation | Page Reference for More Information |
|---|---|---|
| 1. Elect the directors named in the proxy statement • 8 of 9 nominees are independent • Diversified slate in terms of attributes, experience, and skills • Robust Board oversight of Company strategy and risks • Proactive and evolving corporate governance practices | FOR | 30 |
| 2. Advisory vote on our executive compensation • Program offers competitive total compensation opportunities to executives while aligned with shareholder interests • Executives are incentivized to focus on both short- and long-term Company performance | FOR | 38 |
| 3. Approval of the Amendment and Restatement of the Company’s 2016 Omnibus Incentive Plan • Allows the Company to maintain a compensation policy that includes a balanced mix of cash and equity • Helps the Company compete more effectively for key employee talent • Aligns the long-term interests of employees and shareholders | FOR | 77 |
| 4. Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 28, 2025 • Independent firm with reasonable fees and strong geographic and subject matter expertise • Performance annually assessed by the Audit Committee • Served as independent registered public accounting firm since 2009 | FOR | 89 |
*Brokers cannot vote for Proposals 1, 2, or 3 without shareholders’ instructions on how to vote.
TrueBlue, Inc. 2025 Proxy Statement P. 2
Vote Right Away
Even if you plan to attend our 2025 Annual Meeting of Shareholders online, please read this proxy statement with care and vote right away using any of the methods below. In all cases, have your proxy card or voting instructions form in hand and follow the instructions.
| Vote online | Vote using your mobile device | Vote by telephone | Vote by requesting and mailing your proxy card |
|---|---|---|---|
| Visit www.proxyvote.com | Scan this QR Code to vote with your mobile device | Dial toll-free 1-800-690-6903 | Cast your ballot, sign your proxy card, and send by U.S. mail |
Important notice regarding the availability of proxy materials for the Annual Meeting of Shareholders to be virtually held on May 14, 2025: Our proxy statement is attached. Financial and other information concerning TrueBlue is contained in our 2024 Annual Report. The proxy statement and our 2024 Annual Report are available on our website at investor.trueblue.com. Additionally, you may access our proxy materials and vote your shares at www.proxyvote.com.
By Order of the Board of Directors,
/s/ Todd N. Gilman
Todd N. Gilman
Corporate Secretary
TrueBlue, Inc. 2025 Proxy Statement P. 3
2025 Proxy Statement
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.