8-K

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):

July 29, 2020

BG STAFFING, INC.

(Exact Name of Registrant as Specified in its Charter)

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

5850 Granite Parkway, Suite 730

Plano, Texas 75024

(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 of Certain Officers; Compensatory Arrangements of Certain Officers.
---	---

Appointment of New Directors

On July 29, 2020, the Board of Directors (the “Board”) of BG Staffing, Inc. (the “Company”) appointed Ms. Cynthia Marshall and Ms. Beth Garvey to its Board.

The Board concluded that Ms. Marshall should serve as a director of the Company in light of her substantial experience leading large businesses and growing diversity. Ms. Marshall was also appointed to serve as a member of the Company’s Nominating and Corporate Governance Committee and Compensation Committee. The Board determined that Ms. Marshall is an independent director for purposes of the rules and regulations of the Securities and Exchange Commission and under the NYSE listing standards, and that she has the other qualifications required for service on the Company’s Nominating and Corporate Governance Committee and Compensation Committee.

The Board concluded that Ms. Garvey should serve as a director of the Company in light of her extensive experience in the temporary staffing industry. Ms. Garvey was not appointed to serve as a member of any committee. The Board determined that Ms. Garvey is not an independent director for purposes of the rules and regulations of the Securities and Exchange Commission and under NYSE listing standards.

Ms. Marshall will receive an annual retainer of $45,000 for her service on the Board. The Company will also reimburse Ms. Marshall and Ms. Garvey for all reasonable out-of-pocket expenses incurred in connection with their attendance at meetings of the Board and any committees thereof, including, without limitation, travel, lodging and meal expenses.

The Company has entered into or will enter into customary indemnification agreements with Ms. Garvey and Ms. Marshall which clarify and supplement indemnification provisions already contained in the Company’s bylaws and generally provide for indemnification to the fullest extent permitted by Delaware law, subject to certain exceptions, against expenses, judgments, fines and other amounts actually and reasonably incurred in connection with their service as a director or officer and also provide for rights to advancement of expenses.

Item 7.01	Regulation FD Disclosure.

On July 29, 2020, the Company issued a press release announcing Ms. Marshall’s and Ms. Garvey’s appointment as directors of the Company and as members of the Company’s various committees. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 7.01.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01	Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	Earnings release dated	July 29, 2020

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.

			BG STAFFING, INC.
Date:	August 4, 2020		/s/ Dan Hollenbach
		Name:<br>Title:	Dan Hollenbach<br>Chief Financial Officer and Secretary<br>(Principal Financial Officer)

EXHIBIT INDEX

Exhibit No.	Description
99.1	Earnings release dated	July 29, 2020

Document

BG Staffing, Inc. Expands Board of Directors with

Two Appointments - Cynthia G. Marshall and

BGSF’s President & CEO, Beth A. Garvey

PLANO, Texas – (July 29, 2020) – BG Staffing, Inc. (NYSE: BGSF), a growing national provider of workforce solutions, today that the Company expanded the Board to seven members with the appointments of Cynthia “Cynt” G. Marshall and Beth A. Garvey, BGSF’s President and CEO, effective immediately.

Supporting diversity and inclusion throughout the Company is essential to the BG Board and these two appointments are significant from both a governance and a corporate culture perspective.

Marshall has a long record of achievement and executive leadership. She is currently the CEO of the Dallas Mavericks, is Founder, President and CEO of the consulting firm Marshalling Resources, and retired after a 36-year career at AT&T, most recently as SVP - Human Resources and Chief Diversity Officer.

The Marshalling Resources consulting firm specializes in leadership, diversity and inclusion, culture transformation and overall optimization of people resources. Marshall worked with The Dow Chemical Company in 2017-2018 to develop and implement a strategy for institutionalizing an inclusive culture.

During her decades-long career at AT&T Marshall was responsible for identifying and developing leaders, aligning employees with the company’s vision and priorities, overseeing major business unit HR support, performance development, employee engagement, skills transformation initiatives, EEO and Affirmative Action. She led the team that created a world class Diversity and Inclusion culture, earning AT&T a top 3 ranking on Diversity Inc’s 2017 Top 50 list of companies. Marshall also spearheaded the work that for the first-time placed AT&T on Fortune’s 100 Best Companies to Work For list in 2017 (one of only two Fortune 50 companies).

Before her SVP-Human Resources and Chief Diversity Officer roles, Marshall served as President-AT&T North Carolina where she became the first African-American chair of the North Carolina State Chamber of Commerce.

Known for her values-based leadership style to bring transparency and trust to an organization, Marshall has been widely recognized for her visionary leadership and ability to get things done. Some of her honors and awards include:

•Adweek’s 30 Most Powerful Women in Sports;

•One of the 2019 Women of Power Legacy Award honorees by Black Enterprise magazine;

•One of the 25 Most Influential Women in Business honored by The Network Journal;

•National ATHENA Leadership Award in 2019;

•One of the “50 Most Powerful Women in Corporate America” by Black Enterprise magazine;

•Named to Ebony magazine’s 2016 and 2019 “Power 100” list, and

•In 2013 Marshall received the prestigious Leadership North Carolina Governor’s Award, which honors just one citizen each year for lifetime achievements.

-Continued-

Marshall graduated from the University of California-Berkeley with degrees in Business Administration and Human Resources Management and holds four honorary Doctorate degrees. Marshall has chaired a variety of non-profit boards and is currently on the board of Dallas CASA, Dallas Regional Chamber, Texas Women’s Foundation, Texas 2036 and a member of the Executive Leadership Council.

Cynt Marshall, said, “I am so excited to join forces with Beth and the other BGSF directors to make a difference in people’s lives. As a member of the Dallas Regional Chamber, I have been fascinated by Beth’s leadership and her vision about how to strategically impact communities through employment. I am looking forward to offering my experience in recruiting, developing and retaining talent, transforming cultures, and institutionalizing diverse and inclusive cultures. It is an honor to join such a fine Board of Directors and I am ready to contribute.”

Beth Garvey, President and CEO, said, “I’ve been honored to serve as an officer of BGSF. I am so pleased with this opportunity to deepen my contributions as a director as we build upon our dynamic business plan. The prospect of working with Cynt in the boardroom - to drive strategy and benefit from the insights and knowledge she’s gained from extensive experience - is energizing for our entire Board.”

Garvey has served as BGSF’s President and CEO since October 2018, overseeing all staffing segments – Light Industrial, Professional (IT, Finance & Accounting) and Real Estate. After joining the Company in 2013 via BGSF’s InStaff Personnel acquisition, Garvey was division president of two BGSF divisions, InStaff and Donovan & Watkins, until her promotion to Chief Operating Officer in 2016.

Earlier this month Garvey was named a finalist in the EY Entrepreneur of the Year^®^ 2020 Award for the Southwest Regions – the world’s most prestigious awards program for entrepreneurs. This year Staffing Industry Analysts named Garvey to the 2020 North America Staffing 100 list. The esteemed list recognizes the top influencers in the staffing industry who are taking the industry to the next level. This is Garvey’s third year being recognized for this honor. Her other recent recognitions include 2019 Global Power 150 Women in Staffing list, and D CEO Magazine’s acknowledgement as one of the top Dallas 500 business leaders in recent years.

About BGSF

Headquartered in Plano, Texas, BGSF provides workforce solutions to a variety of industries through its various divisions in IT, Cyber, Finance & Accounting, Creative, Real Estate (apartment communities and commercial buildings), and Light Industrial. BGSF has integrated several regional and national brands achieving scalable growth. The Company was ranked by Staffing Industry Analysts as the 64th largest U.S. staffing company in the 2019 update and the 45th largest IT staffing firm in 2018. The Company’s disciplined acquisition philosophy, which builds value through both financial growth and the retention of unique and dedicated talent within BGSF’s family of companies, has resulted in a seasoned management team with strong tenure and the ability to offer exceptional service to our field talent and client partners while building value for investors. For more information on the Company and its services, please visit its website at www.bgstaffing.com.

Forward-Looking Statements

The forward-looking statements in this press release are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. The Company’s actual results could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties including those listed in Item 1A of the Company’s Annual Report on Form 10-K and in the Company’s other filings and reports with the Securities and Exchange Commission. All of the risks and uncertainties are beyond the ability of the Company to control, and in many cases, the Company cannot predict the risks and uncertainties that could cause its actual results to differ materially from those indicated by the forward-looking statements. When used in this press release, the words “believes,” “plans,” “expects,” “will,” “intends,” “continue,” “outlook,” “progressing,” and

“anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. Except as required by law, the Company is not obligated to publicly release any revisions to these forward-looking statements to reflect the events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.

CONTACT:

Terri MacInnis, VP of Investor Relations

Bibicoff + MacInnis, Inc.

818.379.8500 terri@bibimac.com

Source: BG Staffing, Inc.