VANCOUVER, WA, Jan 18, 2012 (MARKETWIRE via
COMTEX) --Barrett Business Services, Inc.
(BBSI) (NASDAQ: BBSI), a leading provider of
business management solutions, announced its
board of directors is carefully reviewing
letters received from Kimberly J. Jacobsen
Sherertz and her advisers in connection with
their stated objective of removing all but
one director and electing their slate of
nominees. Ms. Sherertz is the widow of
William W. Sherertz, BBSI's long-time
chief executive officer. She is also the
personal representative of his estate, which
holds the BBSI stock he owned.
Anthony Meeker, BBSI's chairman of the
board, commented: "We are sympathetic to
the burdens that Bill's passing has
placed on his family and continue to offer
our support to Ms. Sherertz as she works
through the tax and other issues facing his
estate. We also believe strongly that the
course she is currently pursuing to replace
all but one board member with her hand-picked
nominees is ill-advised and contrary to the
best interests of the company and its other
shareholders."
In recent weeks, Ms. Sherertz and Mr. Charles
M. Gillman have issued a series of public
statements with which the company takes
exception. Mr. Gillman is described in
filings with the Securities and Exchange
Commission (the "SEC") as being
part of a proxy group with Ms. Sherertz,
although he owns no BBSI stock. None of Ms.
Sherertz's nominees own any BBSI stock,
either. The group's most recent press
release filed with the SEC on January 13,
2012, included the following examples of
inaccurate and unsupported statements:
-- Ms. Sherertz's group alleges that "The company's Change in Control
Agreements... are not in line with industry best practices."
In fact, in April 2011, BBSI's board of directors approved change in
control agreements with each of the company's three executive officers
to provide greater assurance of stability within senior management
following Mr. Sherertz's death. The board carefully considered the
proposed terms of the agreements in light of the circumstances and
determined the agreements to be in the best interests of the company.
In May 2011 reports, ISS and Glass Lewis, the leading independent
proxy advisors to institutional shareholders, both described the terms
of the agreements and recommended a favorable "say on pay" vote on
BBSI's executive compensation. Glass Lewis commented that, "Overall,
we find that the Company has structured its executive compensation
programs appropriately," ISS noted. "No significant concerns were
found in reviewing the company's executive compensation program." The
"say on pay" proposal at BBSI's 2011 annual meeting was approved by a
wide margin, with 4,312,957 shares voting in favor and only 173,743
shares voting against.
-- Ms. Sherertz's group claims that "[BBSI] has continuously ignored
requests of a shareholder group led by Kimberly J. Jacobsen Sherertz
and the estate of her late husband..."
The fact is, throughout 2011, members of BBSI's board of directors
had frequent meetings and communications with Ms. Sherertz and her
advisers in an attempt to resolve her concerns. In addition, Mr.
Meeker met with Ms. Sherertz and one of her advisers in mid-May 2011
during which her concerns regarding the change in control agreements
were discussed. Members of the board have continued to offer their
availability and desire to maintain a dialogue with Ms. Sherertz.
-- Ms. Sherertz's group also claims that the "BBSI Board has also ignored
Ms. Sherertz's request... that a special meeting of the stockholders
be held... [and denied] Ms. Sherertz's request for the company's
stockholder list."
In fact, on January 10 and again on January 13, 2012, BBSI's lawyers
advised Ms. Sherertz of legal deficiencies with her requests under
Maryland corporate law. BBSI's board of directors will continue to
consider and respond to Ms. Sherertz's requests, consistent with
applicable law and the directors' fiduciary duties to act in the best
interests of the company.
-- Ms. Sherertz's group wants you to believe that "The failure of BBSI's
Directors to cause BBSI to reasonably respond to the requests of Ms.
Sherertz is a patent breach of fiduciary duty owed to Ms. Sherertz by
the BBSI Directors for which they shall be held accountable."
In fact, as noted above, BBSI's board of directors has been
responsive. What Ms. Sherertz does not seem to recognize is that the
board is responsible to allof the company's shareholders, a
responsibility it takes very seriously. The board finds it telling
that Ms. Sherertz and her advisers believe the board owes a duty to
Ms. Sherertz alone.
About BBSI
BBSI (NASDAQ: BBSI) is a leading provider of
business management solutions, combining
human resource outsourcing and professional
management consulting to create a unique
operational platform that differentiates it
from competitors. The company's
integrated platform is built upon expertise
in payroll processing, employee benefits,
workers' compensation coverage, risk
management and workplace safety programs, and
human resource administration. BBSI's
partnerships help businesses of all sizes
improve the efficiency of their operations.
BBSI works with more than 3,000 clients
across all lines of business in 25 states.
For more information, please visit
www.barrettbusiness.com.
Important Information
This release may be deemed to be solicitation
material in respect of the solicitation of
proxies from stockholders in connection with
one or more meetings of the company's
stockholders in 2012, including a special
meeting of stockholders, if such a meeting is
called, and the company's 2012 annual
meeting. The company will file a proxy
statement with the Securities and Exchange
Commission (the "SEC") in
connection with any meeting of stockholders
that is called. The proxy statement, any
other relevant documents and other material
filed with the SEC concerning the company
will be, when filed, available free of charge
at http://www.sec.gov and
http://www.barrettbusiness.com/investor-relations.
Stockholders are urged to read each proxy
statement and any other relevant documents
filed when they become available because they
will contain important information.
Information Regarding Participants
The company, its directors and certain of its
executive officers and employees may be
deemed to be participants in the solicitation
of proxies from stockholders as described
above. Information concerning these
participants is available in the
company's proxy statement for the 2011
annual meeting of stockholders, filed with
the SEC on April 18, 2011, and in subsequent
SEC filings on Forms 3, 4 and 5. The company
will file a proxy statement with the SEC in
connection with any meeting of stockholders
that is called. Stockholders are advised to
read any such proxy statement and other
relevant documents filed when they become
available because they will contain important
information, including information with
respect to participants. You can obtain free
copies of these referenced documents as
described above.
Company Contact:
Michael L. Elich
President and Chief Executive Officer
Tel 1-360-828-0700
Investor Relations:
Liolios Group, Inc.
Scott Liolios or Cody Slach
Tel 1-949-574-3860
Email Contact
SOURCE: Barrett Business Services, Inc.
http://www2.marketwire.com/mw/emailprcntct?id=370AC840D7B41CC3 |
BARRETT BUSINESS SERVICES, INC. 
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