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Barrett Business Services Inc. (NASD: BBSI) responded today to efforts by a shareholder group to replace all but one its board members. The publicly held staffing firm also responded to allegations made by the shareholder group, which includes Kimberly Jacobsen Sherertz, the widow of former Barrett CEO and Chairman William Sherertz. Recently, the group said Barrett’s board was in breach of its fiduciary responsibility (click here for previous story).
Kimberly Jacobsen Sherertz is the personal representative of the former CEO’s estate, which holds stock in the staffing firm.
“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,” Barrett Chairman Anthony Meeker said. “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.”
Barrett Business Services reported it took exception with a number statements recently issued by the shareholder group. The staffing firm also reported that none of Sherertz’s nominees own stock in the firm.
One issue raised by the shareholder group was that Barrett’s change in control was not in line with industry best practices. However, the company reported that Glass, Lewis & Co., an independent proxy advisor to institutional shareholders, recommended a favorable vote on the staffing firm’s executive compensation. And shareholders approved the compensation program, it said.
The staffing firm also reports that it has met with Sherertz and her advisors and that Meeker himself had met with Sherertz and one of her advisers in mid May 2011.
In addition, Barrett reported that it did not ignore Sherertz’s request for a special shareholder meeting to vote in a new board. The company reported that Sherertz was informed of deficiencies with the request under the law.
“BBSI’s board of directors has been responsive,” the company wrote. “What Ms. Sherertz does not seem to recognize is that the board is responsible to all of 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.”
Barrett provides commercial staffing and professional employer organization (PEO) services. It is based in Vancouver, Wash.