TrueBlue, Inc.
For the period ended May 11, 2026. Filed Apr 14, 2026.
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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 11, 2026 · Filed Apr 14, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
** ****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 |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
TrueBlue, Inc.
(Exact name of Registrant as specified in its charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | 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 2026 Annual
Meeting of Shareholders
and Proxy Statement
Monday, May 11, 2026 at 12:00 p.m., Pacific Daylight Time
Virtual Meeting Site: www.virtualshareholdermeeting.com/TBI2026
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 2026 Annual Meeting of Shareholders (“Meeting”). This year’s Meeting will be held in a virtual format through a live webcast at www.virtualshareholdermeeting.com/TBI2026 on Monday, May 11, 2026, at 12:00 p.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 and your proxy card.
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 12:00 p.m. PDT. We encourage you to access the Meeting prior to the start time. Online check-in will begin at 11:30 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.
On or about April 14, 2026, we mailed to our shareholders the proxy statement for the Meeting, (the “Proxy Statement”) a proxy card, and our 2025 Annual Report to shareholders for the fiscal year ended December 28, 2025 (the “2025 Annual Report”). The Proxy Statement provides instructions on how to vote online or by returning a proxy card.
The matters to be acted upon are described in the 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 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. | Notice of the 2026 Annual Meeting and Proxy Statement | 1 |
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**Notice of 2026 Annual
Meeting of Shareholders
| DATE AND TIME: May 11, 2026 at 12:00 p.m., Pacific Daylight Time | LOCATION: www.virtualshareholdermeeting. com/TBI2026 | RECORD DATE: March 23, 2026 |
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Voting Matters
Shareholders as of March 23, 2026, 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. Election of Directors ● 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 | 39 |
| 2. Advisory (Non-Binding) Vote Approving 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 | 51 |
| 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 | 94 |
| 4. Ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 27, 2026 ● 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 | 106 |
- Brokers cannot vote for Proposals 1, 2, or 3 without shareholders’ instructions on how to vote.
| TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 2 |
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Vote Right Away
Even if you plan to attend our 2026 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 requesting and mailing your proxy card |
|---|---|---|
| Visit www.proxyvote.com | Scan this QR Code to vote with your mobile device | 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 11, 2026:**Our proxy statement and our 2025 Annual Report are attached. Financial and other information concerning TrueBlue is contained in our 2025 Annual Report. The proxy statement and our 2025 Annual Report are also 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. | Notice of the 2026 Annual Meeting and Proxy Statement | 3 |
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2026 PROXY STATEMENT
Table of Contents
| PROXY STATEMENT SUMMARY | |
|---|---|
| NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS | 2 |
| ABOUT TRUEBLUE | 6 |
| PROXY STATEMENT SUMMARY | 9 |
| INFORMATION ABOUT THE MEETING | 13 |
| Background | 13 |
| Voting Procedure | 14 |
| Proposals by Shareholders | 17 |
| Nominations by Shareholders | 18 |
| Additional Company Information | 18 |
| CORPORATE GOVERNANCE | 20 |
| Leadership Structure | 20 |
| Director Independence | 21 |
| Board Succession Planning | 22 |
| Shareholder Engagement | 25 |
| Board and Committee Evaluations | 26 |
| Risk Management | 27 |
| Meetings and Committees of the Board | 27 |
| Board Oversight of Corporate Strategy | 31 |
| Corporate Citizenship | 31 |
| Corporate Governance Guidelines | 33 |
| Insider Trading Policies and Procedures | 34 |
| Code of Conduct and Business Ethics | 34 |
| Related Person Transactions | 34 |
| Delinquent Section 16(a) Reports | 35 |
| COMPENSATION OF DIRECTORS | 36 |
| Retainers and Committee Fees | 36 |
| Equity Grants | 36 |
| Equity Retainer and Deferred Compensation Plan for Non-Employee Directors | 37 |
| 2025 Non-Employee Director Compensation | 37 |
| Non-Employee Director Stock Ownership Guidelines | 38 |
| PROPOSAL 1. ELECTION OF DIRECTORS | 39 |
| Director Biographies | 41 |
| EXECUTIVE COMPENSATION | 50 |
| PROPOSAL 2. ADVISORY (NON-BINDING) VOTE APPROVING EXECUTIVE COMPENSATION | 51 |
| TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 4 |
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| EXECUTIVE OFFICERS | 52 |
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| COMPENSATION DISCUSSION AND ANALYSIS | 54 |
| Executive Summary | 55 |
| Executive Compensation Program Overview | 56 |
| Executive Compensation Process, Governance, and Philosophy | 61 |
| 2025 NEO Compensation | 63 |
| Additional Policies | 72 |
| Compensation Committee Report | 74 |
| EXECUTIVE COMPENSATION TABLES | 76 |
| 2025 Summary Compensation Table | 76 |
| 2025 Grants of Plan-Based Awards | 77 |
| 2025 Outstanding Equity Awards at Fiscal Year-End | 79 |
| 2025 Stock Vested | 81 |
| 2025 Nonqualified Deferred Compensation | 81 |
| Post-Employment Payments | 82 |
| CEO Pay Ratio | 87 |
| Pay Versus Performance | 89 |
| EQUITY COMPENSATION PLAN INFORMATION | 93 |
| PROPOSAL 3. APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE COMPANY’S 2016 OMNIBUS INCENTIVE PLAN | 94 |
| AUDIT | 103 |
| AUDIT COMMITTEE REPORT | 104 |
| PROPOSAL 4. RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 106 |
| Fees Paid to Independent Registered Public Accountant for Fiscal Years 2023 and 2024 | 106 |
| Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 106 |
| ADDITIONAL INFORMATION | 108 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 109 |
| APPENDIX | 113 |
| APPENDIX A. TrueBlue, Inc. Non-GAAP Financial Measures and Non-GAAP Reconciliations | 114 |
| APPENDIX B. TrueBlue, Inc. 2016 Omnibus Incentive Plan as Amended and Restated | 117 |
| TrueBlue, Inc. | Notice of the 2026 Annual Meeting and Proxy Statement | 5 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.