TBI · TrueBlue, Inc.

TrueBlue has reached a significant governance settlement with activist investor EHS Investments, which owns approximately 2.9% of the company's common stock. The Cooperation Agreement resolves a potential proxy contest that began when EHS provided a nomination notice on January 16, 2026, and followed up with a books and records demand on January 23, 2026. By securing EHS's withdrawal of these actions and obtaining their commitment to support the company's director slate at the upcoming 2026 Annual Meeting, TrueBlue has avoided a potentially costly and distracting proxy fight. The agreement provides for board refreshment through the appointment of a new independent director who must meet specific qualifications, including independence requirements and limits on other public company board service. The standstill provisions restrict EHS from increasing its ownership beyond 7.5% of common stock and from engaging in other activist activities without board consent, providing the company with stability through at least the 2027 Annual Meeting. The voting commitment requires EHS to support board recommendations, though it includes exceptions for ISS/Glass Lewis recommendations on non-director proposals and allows discretion on extraordinary transactions. The agreement represents a compromise where EHS gains board influence through the new director appointment process and presentation rights, while TrueBlue maintains control over board composition and avoids a public proxy contest.