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):
May 30, 2012
BARRETT BUSINESS SERVICES, INC.
(Exact name of registrant as specified in charter)
Maryland
(State or other jurisdiction of incorporation)
0-21886
(SEC File Number)
52-0812977
(IRS Employer Identification No.)
| 8100 N.E. Parkway Drive, Suite 200 | |
| Vancouver, Washington | 98662 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
(360) 828-0700
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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)) |
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The 2012 annual meeting of stockholders of Barrett Business Services, Inc. (the "Company") was held on May 30, 2012.
(b) The matters considered and voted on by the Company's stockholders at the annual meeting and the voting results were as follows:
Proposal 1. Six directors were elected, each for a one-year term, by the votes indicated.
| Nominee | Shares Voted For | Shares Withheld | Broker Non-votes |
| Thomas J. Carley | 4,790,261 | 259,790 | 1,548,441 |
| Michael L. Elich | 4,908,470 | 141,581 | 1,548,441 |
| James B. Hicks, Ph.D. | 4,789,361 | 260,690 | 1,548,441 |
| Roger L. Johnson | 4,933,945 | 116,106 | 1,548,441 |
| Jon L. Justesen | 4,826,564 | 223,487 | 1,548,441 |
| Anthony Meeker | 4,894,510 | 155,541 | 1,548,441 |
The following matters were approved by the votes indicated:
Proposal 2. Ratification of the appointment of Moss Adams LLP as the Company's independent public accountants for the year ending December 31, 2012.
| Shares Voted For | Shares Voted Against | Abstentions |
| 6,571,190 | 23,608 | 3,694 |
Proposal 3. Approval, by non-binding vote, of the compensation paid to the Company's named executive officers.
| Shares Voted For | Shares Voted Against | Abstentions | Broker Non-votes |
| 4,841,167 | 151,299 | 57,585 | 1,548,441 |
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 thereunto duly authorized.
| BARRETT BUSINESS SERVICES, INC. | |||
| Dated: June 4, 2012 | By: | /s/ James D. Miller | |
| James D. Miller Vice President-Finance, Treasurer and Secretary | |||