TrueBlue, Inc.

For the period ended May 11, 2026. Filed Apr 14, 2026.

About this filing

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

TBI$12.15-1.7%Stored close · as of Nov 6, 2026

See the whole filing, with its images and exhibits

Contents

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Corporate Governance Highlights

All members of the Governance, Audit, and Compensation committees are independent
Board Independence and Accountability	Leadership	Separation of Board Chair and Chief Executive Officer roles for over 20 years, utilizing a Lead Independent Director position when needed
Independence	10 of 11 directors are independent
Elections	All directors are elected annually
Directors must be elected by the majority of votes cast
Board Performance	Evaluations	All directors complete annual evaluations of the Board
Committees complete evaluations to provide continual feedback and improvement
Risk Oversight	Each committee is assigned oversight of specific risks facing the Company
Attendance	All directors attended at least 75% of the meetings of the Board and their respective committees
Advisors	Board and committees have authority to retain outside advisors
Board Refreshment	Board recruitment and refreshment led by Governance Committee comprised of only independent directors.
Succession Planning	CEO succession overseen by the Governance Committee and approved by the Board. Our Board regularly reviews Board and executive succession planning.
Aligned with Shareholder Interests	Director Equity	The Company has set stock ownership targets for its executive officers and directors
All directors receive annual equity grants with one-year vesting terms
Anti-Hedging policy is in place that prohibits hedging against the Company’s stock by directors and all employees, including executive officers. Pledging of shares by directors and all employees, including executive officers. Pledging of shares by directors, executive officers, executive assistants, and employees is discouraged.
One Share Equals One Vote	Single class of shares with equal voting rights

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Key Board and Committee Responsibility and Risk Oversight*

Owner	Responsibilities and Risk
Full Board	Company strategy oversight
	Enterprise risk management
	Technology strategy
	Artificial intelligence
Audit Committee	Financial statements, systems, reporting, and compliance
	Ethics and Compliance program
	Cybersecurity
Compensation Committee	Executive Compensation strategy and plans
	Human Capital Management
Governance Committee	Leads board refreshment and recruitment
	CEO succession planning
	Corporate governance matters
	Board membership criteria and candidate review
	Corporate Citizenship

*	Please refer to the Risk Management section below for further details.

Board of Directors Summary

Board Attributes

All of our directors meet the New York Stock Exchange (the “NYSE”) governance standards for director independence, except Ms. Owen, who is not independent due to her employment with the Company. Information about each director as of April 14, 2026, can be found below.

Attributes · Committees
	Age (Years)	Tenure (Years)	Independent	Gender Diverse	Racially / Ethnically Diverse	Total Public Company Boards	Audit	Compensation	Governance
Taryn R. Owen	47	2.5		✓		1
Colleen B. Brown	67	11.7	✓	✓		1		✓	✓
Jeffrey B. Sakaguchi (Chair)	65	15.3	✓		✓	1	✓
William C. Goings	68	10.0	✓		✓	2		✓
William Greenblatt	67	0.2	✓			1	✓
Kim Harris Jones	66	9.9	✓	✓	✓	3	✓		✓
R. Chris Kreidler	62	5.7	✓			1	✓		✓
Sonita Lontoh	50	4.4	✓	✓	✓	2	✓
Paul G. Reitz	53	2.6	✓			2		✓	✓
Kristi A. Savacool	66	7.7	✓	✓		1		✓	✓
William J. Seward	58	0.2	✓			1		✓
Average / Percentage	61	6.4	91%	45%	36%	1.5

TrueBlue, Inc. \| Notice of the 2026 Annual Meeting and Proxy Statement	10

Compensation Summary

Compensation Governance Highlights

We are committed to the highest standards of ethics, business integrity, and corporate governance. Our governance practices are designed to establish and maintain management and director accountability, provide a structure that allows the Board to set objective goals, monitor performance, and exercise independent oversight, and enhance shareholder value.

Shareholder Approval	87% of voting shareholders approved our executive compensation program in 2025
Compensation Committee	The Compensation Committee, comprised entirely of independent directors, oversees, reviews, and approves named executive officer compensation
Compensation Consultant	Mercer (US), Inc. is the Compensation Committee’s independent, third-party consultant
CEO Compensation Goals	Compensation goals for CEO set by Compensation Committee after review by all independent directors of the Corporate Governance and Nominating Committee
Risk	Compensation programs are designed to not encourage excessive or unnecessary risk-taking

Compensation Best Practices

WHAT WE DO		WHAT WE DO NOT DO
✓	Pay for performance by delivering a significant portion of compensation through performance and equity-based plans		X	No excessive or guaranteed pay targets. All potential payouts are capped and tied to measurable targets
✓	Request annual shareholder advisory say-on-pay votes		X	No re-pricing of options or equity grants
✓	Target total compensation near the median of relevant peers		X	No pension benefits
✓	Maintain meaningful stock ownership guidelines for all named executive officers		X	No gross-up of excise taxes upon a change in control
✓	Engage an independent compensation consultant		X	No hedging or short sales of Company stock, with pledging discouraged
✓	Retain double trigger change-in-control agreements		X	No reward for excessive risk-taking
✓	Conduct an annual risk analysis of compensation programs		X	No excessive executive perquisites
✓	Maintain clawback policies		X	No cash buyouts of underwater options
✓	Require minimum vesting period for equity grants		X	No special health or welfare benefits for executives
✓	Include corporate citizenship goals in executive compensation
✓	Maintain a Compensation Committee comprised solely of independent directors

TrueBlue, Inc. \| Notice of the 2026 Annual Meeting and Proxy Statement	11

Corporate Citizenship

TrueBlue was founded as a force for good with a mission to connect people to work. Today, our commitment to doing the right thing is reflected in the attention we pay to all of our stakeholders - our employees, associates, candidates, clients, shareholders, and the communities in which we operate. That commitment has not wavered. In 2025:

Employee resource groups create a safe, supportive space for employees sharing a common identity and their allies

of global full-time employee (FTEs) and of our members of management at the director level and above are female

Published our annual Corporate Citizenship Report

of our domestic FTEs and of directors and above identify as racially/ethnically diverse

Approximately 5,000 Employee Development training courses completed

Completed annual greenhouse gas assessment

Held volunteer events in multiple counties coordinated by local staff, including interview and resume workshops, food pantries and clothes closets, as well as global volunteer events focused on school supplies and food pantries.

Re-certified ISO 27001 certification for information security management

TrueBlue, Inc. \| Notice of the 2026 Annual Meeting and Proxy Statement	12

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.