TRUEBLUE, INC. (NYSE:TBI) Files An 8-K Entry into a Material Definitive Agreement

TRUEBLUE, INC. (NYSE:TBI) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01.

Entry Into a Material Definitive Agreement.
See response in Item 5.02 below.
Item 5.02.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 13, 2017, TrueBlue, Inc. (the Company) appointed Sean
Ebner as Executive Vice President and President, PeopleReady,
effective immediately. Wayne Larkin, who has served as President
of People Ready since June 2014 has been appointed to serve as
Executive Vice President, Strategic Accounts, also effective
Mr. Ebner, 47, has served as president of Staff Care, a leading
medical workforce solutions company, since March 2012. Prior to
joining Staff Care, he led a division within Technisource, a
subsidiary of Randstad, a large staffing company.
to the terms of an offer letter and executive employment
agreement (the Executive Employment Agreement) between the
Company and Mr. Ebner, as President of PeopleReady Mr. Ebner will
earn an annual base salary of $400,000, and will be eligible to
receive additional annual compensation consisting of (a) a cash
bonus of up to $260,000, (b) restricted stock of up to $200,000
in value, and (c) performance share units of up to $200,000 in
value. Mr. Ebners potential cash bonus and performance share
units compensation will be subject to achievement of certain
performance objectives. For the period running from October 1,
2017 through September 30, 2018, Mr. Ebner will also be eligible
for an additional cash bonus of up to $150,000, subject to
achievement of certain performance objectives. In addition, Mr.
Ebner will receive a signing award of (a) $13,000 in cash, and
(b) restricted shares of common stock of the Company with a grant
date fair value of $160,000 and such shares will vest in equal
instalments over three years.
If the Company terminates Mr. Ebners employment without Cause, or
Mr. Ebner voluntarily terminates his employment for Good Reason
(each as defined in the Executive Employment Agreement), he will
be entitled to receive 100% of his base salary per year for a
severance period equal to one year. Any unvested equity awards
outstanding at the time of such termination will continue to vest
over the course of the one year severance period.
There are no arrangements or understandings between Mr. Ebner and
any other persons to which he was appointed as President of
PeopleReady. There are also no family relationships between Mr.
Ebner and any director or executive officer of the Company and he
has no direct or indirect material interest in any transaction
required to be disclosed to Item 404(a) of Regulation S-K.
The foregoing description of the Executive Employment Agreement
is qualified in its entirety by the Executive Employment
Agreement which is attached hereto as Exhibit 10.1.
On June 13, 2017 the Company issued a press release announcing
the appointment of Mr. Ebner as President of PeopleReady, a copy
of which is furnished as Exhibit 99.1 to this Form 8-K.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Executive Employment Agreement between the Company and
Sean Ebner, effective as of June 13, 2017.
99.1 Press Release of the Company dated June 13, 2017.


TrueBlue, Inc. (TrueBlue) is a provider of specialized workforce solutions. The Company is engaged in providing staffing, recruitment process outsourcing, and managed service provider solutions. The Company operates through two segments: Staffing Services and Managed Services. The Company offers on-premise temporary blue-collar staffing, and outsourced service offerings in recruitment process outsourcing (RPO) and management of contingent labor services providers (MSP) solutions. The Company’s Staffing Services segment provides a range of blue-collar staffing services, including general labor, light industrial, skilled trades, aviation and transportation mechanics and technicians, and drivers, as well as on-premise staffing and management of a facility’s contingent blue-collar workforce. The Company’s Managed Services segment includes its PeopleScout, which provides RPO solutions. The Managed Services segment also includes its MSP service.

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