Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Vote Right Away

Even if you plan to attend our Annual Meeting, please read this proxy statement with care and vote right away using any of the following methods. In all cases, have your proxy card or voting instructions form in hand and follow the instructions:

		By internet using your computer Visit www.proxyvote.com
		By internet using a tablet or smartphone Scan this QR Code to vote with your mobile device
		By telephone Dial toll-free 1-800-690-6903
		By requesting and mailing your proxy card Cast your ballot, sign your proxy card, and send by U.S. mail

This proxy statement is furnished in connection with the solicitation of proxies by the Board of Directors (the “Board”) of TrueBlue, Inc. (“TrueBlue,” “Company,” “we,” “us,” or “our”) to be voted at our 2014 Annual Meeting of Shareholders (the “Meeting”) to be held at 10:00 a.m. (Pacific Daylight Time) on Wednesday, May 14, 2014, at the corporate headquarters of TrueBlue, Inc., 1015 A Street, Tacoma, Washington 98402, and at any adjournment thereof. This proxy statement contains the required information under the rules of the U.S. Securities and Exchange Commission (the “SEC”) and is designed to assist you in voting your shares.

What is the purpose of the Meeting?

At the Meeting, shareholders as of the record date will vote on the items of business outlined in the Notice of Annual Meeting of Shareholders (the “Meeting Notice”). In addition, management will report on our business and respond to questions from shareholders.

When is the record date?

The Board has established March 14, 2014, as the record date for the Meeting (“Record Date”).

Why did I receive a Notice of Internet Availability or why did I receive this proxy statement and a proxy card?

You received a Notice of Internet Availability or this proxy statement and a proxy card because you owned shares of TrueBlue common stock as of March 14, 2014, the Record Date, and are entitled to vote on the items of business at the Meeting. This proxy statement describes the items of business that will be voted on at the Meeting and provides information on these items so that you can make an informed decision.

Who may vote?

In order to vote at the Meeting, you must be a shareholder of record of TrueBlue as of March 14, 2014. If on the close of business on the Record Date, your shares were registered directly in your name with our transfer agent, then you are a shareholder of record. As a shareholder of record, you may vote in person at the Meeting, or vote by proxy.

If on the close of business on the Record Date, your shares were held, not in your name, but rather in an account at a brokerage firm, bank or other agent, then you are the

If you wish to vote by telephone, you must do so before 11:59 p.m., Eastern Time, on Tuesday, May 13, 2014. After that time, telephone voting will not be permitted, and a shareholder wishing to vote, or revoke an earlier proxy, must submit a signed proxy card or vote in person. Shareholders can vote in person or online during the Meeting. Shareholders of record will be on a list held by the Inspector of Elections. “Street name” shareholders, also known as beneficial holders, must obtain a proxy from the institution that holds their shares, whether it is their brokerage firm, a bank or other shareholder of record, and present it to the Inspector of Elections with their ballot. Shareholders attending online will need to follow the instructions at www.proxyvote.com in order to vote or submit questions at the Meeting. Voting in person or online by a shareholder will revoke and replace any previous votes submitted by proxy.

In accordance with the rules of the SEC, we are providing all shareholders all of their proxy materials via the internet, unless a shareholder as affirmatively elected to receive paper materials. You may elect to receive paper copies of proxy materials, at no cost to you, by following the instructions contained in the Notice of Internet Availability.

How are my voting instructions carried out and how does the Board recommend I vote?

When you vote via proxy by properly executing and returning a proxy card or by voting online or by telephone, you appoint the individuals named on the proxy card (your “Proxy”) as your representatives at the Meeting. The Proxy will vote your shares at the Meeting, or at any adjournment of the Meeting, as you have instructed them on the proxy card. We urge you to specify your choices by marking the appropriate boxes on a proxy card, or following the instructions carefully for voting online or by telephone. However, if you return a properly executed proxy card without specific voting instructions, the Proxy will vote your shares: (i) FOR Proposal 1 (for the election of the director nominees named in the proxy statement); (ii) FOR Proposal 2 (for the non-binding approval of executive compensation); and (iii) FOR Proposal 3 (for the ratification of the selection of Deloitte & Touche LLP to serve as our independent registered public accounting firm). With proxy voting, your shares will be voted regardless of whether you attend the Meeting. Even if you plan to attend the Meeting, it is advisable to vote your shares via proxy in advance of the Meeting in case your plans change.

The proposal to approve, by non-binding vote, executive compensation will be approved under Washington law if the number of votes cast “For” the proposal exceeds the number of votes cast “Against” the proposal.

The proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered accounting firm will be approved under Washington law if the number of votes cast “For” the proposal exceeds the number of votes cast “Against” the proposal.

What if my shares are held by a brokerage firm?

If you are a beneficial owner whose shares are held on record by a broker, you should instruct the broker how to vote your shares. The rules of the New York Stock Exchange (“NYSE”) allow brokerage firms to vote their clients’ shares on routine matters if the clients do not provide voting instructions at least 10 days prior to the shareholder meeting. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm is considered a routine matter under NYSE rules. However, the other proposals, including the election of directors and the approval of executive compensation, are not considered routine matters under NYSE rules. The NYSE rules do not allow brokerage firms to vote their clients’ shares on non-routine matters, in the absence of affirmative voting instructions. It should be noted that NYSE rules previously considered the election of directors to be a “routine” matter for which brokerage firms could vote in the election of directors if the record holder had not received instructions on how to vote from the beneficial owner. Accordingly, it is particularly important that the beneficial owners instruct their brokers how they wish to vote their shares.

If your brokerage firm lacks discretionary voting power with respect to an item that is not a routine matter and you do not provide voting instructions (a “Broker Non-Vote”), your shares will be counted for purposes of establishing a quorum to conduct business at the Meeting but will not be counted in determining the number of shares voted for or against the non-routine matter.

What effect will Abstentions and Broker Non-Votes have?

Abstentions and Broker Non-Votes will have no practical effect on any of the proposals because abstentions and Broker Non-Votes do not represent votes cast “For” or “Against” the proposals.

All shareholder proposals related to the nomination of a director must comply with the provisions set forth below in the section Nominations by Shareholders. Shareholder proposals not related to the nomination of a director, in addition to the information about the proposing shareholder, must set forth:

A a brief description of the business desired to be brought before the Meeting, the reasons for conducting such business at the Meeting and any material interest of such shareholder in such business; and

B a description of all agreements, arrangements and understandings, whether direct or indirect, between such shareholder, and any other person or persons (including their names) in connection with the proposal of such business by such shareholder.

Where can I find additional information about TrueBlue?

Our reports on Forms 10-K, 10-Q, and 8-K, and other publicly available information should be consulted for other important information about TrueBlue. You can also find additional information about us on our website at www.TrueBlue.com. The principal executive office of the Company and its mailing address is at 1015 A Street, Tacoma, Washington 98402. The telephone number for the Company is (253) 383-9101.

The Board of Directors has nominated the following persons for election as Directors, all of whom are currently Directors. The Board of Directors recommends a vote “FOR” each of the nominees. Proxies cannot be voted for a greater number of persons than the number of nominees named. The biographies of each of the nominees and continuing Directors below contain information regarding the person’s service as a Director, business experience, director positions held currently or at any time during the last five years and information regarding involvement in certain legal or administrative proceedings, if applicable. Each biographic summary is followed by a brief summary of certain experiences, qualifications, attributes or skills that led the Corporate Governance and Nominating Committee (the “Governance Committee”) and the Board to determine that each nominee should serve as a director for the Company. The summaries do not include all of the experiences, qualifications, attributes or skills of the nominees. General information regarding the nomination process is included in the Corporate Governance Section under the “Nominations for Directors” heading.

Steven C. Cooper Steven C. Cooper, 51, has served as a Director and the Company’s Chief Executive Officer since 2006, and has served as President since 2005. From 2001 to 2005, Mr. Cooper served as the Company’s Executive Vice President and Chief Financial Officer. Prior to joining the Company in 1999, Mr. Cooper held various senior management positions with Deloitte & Touche LLP, providing professional services, and with Albertsons, Inc., a NYSE-listed retail company. Currently, Mr. Cooper is a board member of the Washington Roundtable, a nonprofit, public policy organization representing major private sector employers throughout Washington State. He is also a member of the American Cancer Society’s CEOs Against Cancer and a chair of the United Way of Pierce County’s fundraising committee. Mr. Cooper has extensive experience in strategic planning, operations, finance and accounting. Mr. Cooper is the only management member of the Board, thus his participation on the Board fulfills a critical communication and leadership role.

the Governance & Nominating Committee. Mr. Sakaguchi has also served as a partner of the Technology Solutions Group, a management consulting firm, and as President and Chief Operating Officer of Evolution Robotics Retail, Inc., an early-stage technology company. Prior to these positions, he was a senior partner with Accenture, a global management consulting firm, where he led the North American Energy Strategy Practice. Prior to that, he was a senior engagement manager for McKinsey & Company, a global strategy consulting firm.

Mr. Sakaguchi’s experience in a number of leadership roles helps the Company improve performance and build market share. His background and expertise in emerging technology, start-ups, and strategy will provide valuable guidance to the Company’s strategy, innovation, and technology efforts. His experience provides a valuable resource to the Company.

Joseph P. Sambataro, Jr. Joseph P. Sambataro, Jr., 63, has served as a Director since 2000 and as Chairman of the Board since October 2008. Mr. Sambataro served as the Company’s Chief Executive Officer from 2001 until  2006, and served as the Company’s President from 2001 until 2005. Mr. Sambataro joined the Company in 1997 and served as Chief Financial Officer, Executive Vice President, Treasurer, and Assistant Secretary until 2001. Prior to joining the Company, he worked with BDO Seidman, LLP, KPMG Peat Marwick and in senior management of biotechnology firms in Seattle. Mr. Sambataro’s long and successful tenure as CEO and CFO for the Company during its formative years combined with his effective leadership and coaching skills, financial and accounting expertise and unique ability to develop consensus are among the contributions he makes to the Board and the primary reasons why he serves as our Chairman.

or relationships in which the Company is a participant; the amount involved exceeds $120,000; and a Related Person has or will have a direct or indirect material interest. “Related Persons” is defined to include Directors, executive officers, director nominees, beneficial owners of more than 5% of the Company’s common stock, and members of their immediate families. A Related Person Transaction must be reported to the Company’s General Counsel and reviewed and approved by the Governance Committee. Under certain circumstances a transaction may be approved by the Chair of the Governance Committee subject to ratification by the full Governance Committee at its next meeting. In determining whether to approve or ratify a Related Person Transaction, the Governance Committee, as appropriate, shall review and consider:

• the Related Person’s interest in the Related Person Transaction;

• the approximate dollar value of the amount involved in the Related Person Transaction;

• the approximate dollar value of the amount of the Related Person’s interest in the Related Person Transaction without regard to the amount of any profit or loss;

• whether the Related Person Transaction was undertaken in the ordinary course of business of the Company;

• whether the Related Person Transaction with the Related Person is proposed to be, or was, entered into on terms no less favorable to the Company than terms that could have been reached with an unrelated third party;

• the purpose of, and the potential benefits to the Company of, the Related Person Transaction; and

• any other information regarding the Related Person Transaction or the Related Person in the context of the proposed Related Person Transaction that would be material to investors in light of the circumstances of the particular transaction.

After reviewing all facts and circumstances, the Governance Committee may approve or ratify the Related Person Transaction only if it determines that the transaction is in, or is not inconsistent with, the best interests of the Company.

The Governance Committee reviewed and approved the following transaction in accordance with the Related Person Transaction Policy: Mr. McChesney’s adult son, who does not share his residence, owns Steeldog Safety Gear LLC (“Steeldog”), which sells work boots to the Company.

Nominee Identification and Evaluation

The Governance Committee may employ a variety of methods for identifying and evaluating nominees for director. The Governance Committee regularly assesses the size of the Board, the need for particular expertise on the Board, the need for diversity on the Board, and whether any vacancies on the Board are expected due to retirement or otherwise. In the event that vacancies are anticipated or arise, the Governance Committee considers various potential candidates for director which may come to the Governance Committee’s attention through current Board members, professional search firms, shareholders, or other persons. These candidates will be evaluated at regular or special meetings of the Governance Committee and may be considered at any time during the year.

The Governance Committee will consider candidates recommended by shareholders. The Governance Committee will make an initial analysis of the qualifications of any candidate recommended by shareholders or others pursuant to the criteria summarized above to determine whether the candidate is qualified for service on the Board before deciding to undertake a complete evaluation of the candidate. If a shareholder or professional search firm provides any materials in connection with the nomination of a director candidate, such materials will be forwarded to the Governance Committee as part of its review. If the Governance Committee determines that additional consideration is warranted, it may engage a third-party search firm to gather additional information about the prospective nominee’s background and experience and to report its findings to the Governance Committee. Other than the verification of compliance with procedures and shareholder status and the initial analysis performed by the Governance Committee, the Governance Committee will treat a potential candidate nominated by a shareholder like any other potential candidate during the review process. In connection with this evaluation, the Governance Committee will determine whether to interview the prospective nominee. One or more members of the Governance Committee, and others as appropriate, will interview the prospective nominees in person or by telephone. After completing this evaluation and interview, the Governance Committee will make a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board will determine the nominees after considering the recommendation and report of the Governance Committee.

company or similar entity in which the shareholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner, is the manager, managing member or directly or indirectly beneficially owns an interest in the manager or managing member of a limited liability company or similar entity;

• any performance-related fee (other than an asset-based fee) that the shareholder is entitled to which is based on any increase or decrease in the value of shares of the Company or any Derivative Instruments; and

• the information called for above for any members of the shareholder’s immediate family sharing the same household.

For each person who the shareholder proposes to nominate for election or re-election to the Board of Directors, the shareholder should also provide:

• all information relating to the nominee that would be required to be disclosed in a proxy statement or other filings required in connection with solicitations of proxies for election of Directors in a contested election pursuant to Section 14 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder (including the nominee’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected);

• a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years; and

• any other material relationships, between or among the shareholder and its respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the shareholder making the nomination or on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant.

To be eligible to be a nominee for election or re-election as a director of the Company, pursuant to a nomination by a shareholder, a person must deliver (in accordance with the time periods prescribed) to the Secretary at the principal executive office of the Company a written questionnaire (provided by the Secretary upon written request) with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made and a written representation and agreement (in the form provided by the Secretary upon written request) that such person:

• in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, if elected as a director of the Company, will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Company, and

• is not and will not become a party to:

Additional information may be requested to assist the Governance Committee in determining the eligibility of a proposed candidate to serve as a director. This may include requiring that a prospective nominee complete a Director questionnaire and provide any follow-up information requested. In addition, the nominee must meet all other requirements contained in the Company’s Bylaws.

The Chairman of the Board of Directors and the Lead Independent Director each received an annual retainer of $60,000. All other non-employee Directors received an annual cash retainer of $40,000. Committee Chairs received an additional annual retainer payment of $10,000.

Each non-employee Director received meeting fees for attendance during each regular or special Board of Directors or committee meeting in accordance with the schedule below.

Each non-employee Director received an annual grant of unrestricted common stock worth $100,000. The Chairman of the Board of Directors and the Lead Independent Director each received an additional $48,000 grant. The Audit Committee Chair received an additional $35,000 grant while all other committee Chairs received an additional $25,000 grant. In 2013, the Company determined the number of shares of each such annual grant of common stock based on the average closing price of our stock during the 60 trading days prior to the second full trading day after the announcement of the Company’s fourth quarter and year-end financial results, which was $15.67 per share. Non-employee Directors appointed during the year are entitled to receive a pro rata grant as follows: 100% if appointed prior to the first quarterly meeting, 75% if appointed prior to the second quarterly meeting, 50% if appointed prior to the third quarterly meeting, and 25% if appointed prior to the last quarterly meeting of the year. The target equity awards received by each non-employee Director are set forth in the table below.

Equity Retainer and Deferred Compensation Plan for Non-Employee Directors

Each non-employee Director is able to participate in the Equity Retainer and Deferred Compensation Plan for Non-Employee Directors. Under this plan, a Director may elect to modify the manner in which he or she receives the annual retainer from the Company. Directors are given the option to make an irrevocable election to convert up to 100% of his or her cash retainer to an equity retainer, and then further elect to receive up to 50% of the equity retainer in the form of stock options, rather than unrestricted common stock. In addition, a Director may make an irrevocable election to defer all or part of the stock award of his or her equity retainer to a time after he or she leaves the Board of Directors.

Director Stock Ownership Guidelines

Each Director is expected to hold shares of the Company’s common stock having a value of not less than five times the Director’s base annual cash retainer. For the purpose of determining compliance, the Company will determine the number of shares required on an annual basis with the value of the shares to be determined on a trailing twelve month average daily stock price. New Directors are allowed five years in which to reach the ownership guidelines.

The Compensation Committee of the Company has reviewed and discussed with management the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Compensation for our executives is determined by the Compensation Committee. As discussed under the “Corporate Governance” section, each of the members satisfies all of the independence requirements of the NYSE. Each member also meets applicable requirements under the regulations issued by the SEC for “non-employee Directors” and the Internal Revenue Service for “outside Directors.”

The Compensation Committee’s mission, as stated in its charter, is “to further shareholder value by helping to create compensation plans that provide financial incentives to employees for producing results that fairly reward shareholders.”

The Compensation Committee has regularly scheduled in-person meetings each quarter and has additional in-person or telephonic meetings as appropriate. During 2013, the Compensation Committee met five times. The agenda for each meeting is set by the Chair. The Compensation Committee has full authority to directly retain the services of outside counsel and compensation consultants and has done so on a regular basis. Our Chief Executive Officer and other Named Executive Officers (“NEOs”) have also attended portions of Committee meetings in order to provide information and help explain data relating to matters under consideration by the Compensation Committee but are not present during deliberations or determinations of their respective compensation or during executive sessions that occur in connection with each meeting. Outside counsel also regularly attends Compensation Committee meetings.

Prior to each regular meeting the Compensation Committee receives and reviews meeting materials including the agenda, minutes from prior meetings, a summary of

outstanding equity awards and other briefing and background materials relating to agenda items. Tally sheets for each of our NEOs are made available to the Compensation Committee for each meeting at which the Compensation Committee considers material changes to existing compensation arrangements or exercises discretion under existing plans. The tally sheets summarize: (i) all material aspects of the executive compensation program for each NEO for the last two full years as well as year-to-date information for the current year including base salary, cash awards under the short-term incentive plan, equity awards (restricted stock and performance share units) under the long-term incentive plan and all other miscellaneous compensation and benefits; (ii) equity ownership information for the last two years and the current year, including current holdings, option vesting and exercises, restricted stock vesting and any other purchases or sales of our stock; and (iii) amounts payable to NEOs in the event of termination under various scenarios, including voluntary and involuntary termination with and without cause or good reason. The regular availability of tally sheets provides the Compensation Committee with up-to-date and relevant information and has enabled the Compensation Committee members to assess the effect of individual decisions and new proposals in the context of the existing programs and prior awards and benefits taken as a whole. No specific changes were made as a result of maintaining the tally sheets but the availability of the information has proven to be a valuable and convenient reference.

The Compensation Committee is comprised entirely of independent Directors. During 2013, none of the Company’s executive officers served as a member of a compensation committee or board of directors of any other entity that had an executive officer serving as a member of the Company’s Board of Directors.

The names, ages and positions of the current executive officers of the Company are listed below, along with their prior business experience. No family relationships exist among any of the Directors or executive officers of the Company.

Kimberly A. Cannon, 48, has served as the Company’s Executive Vice President, Human Resources, since November 2010. Prior to joining the Company, Ms. Cannon served as Vice President, Human Resources, Talent Management and Reward Systems for T-Mobile USA from 2009 to 2010 and, between 2001 and 2009, held a variety of positions with Washington Mutual Bank, including Senior Vice President of Talent, Organizational Development, Recruiting, and Total Rewards. Before this, Ms. Cannon was employed at Microsoft Corporation in numerous Human Resources roles from 1989 to 2000.

Steven C. Cooper, 51, has served as a Director and the Company’s Chief Executive Officer since 2006, and has served as President since 2005. From 2001 to 2005, Mr. Cooper served as the Company’s Executive Vice President and Chief Financial Officer. Prior to joining the Company in 1999, Mr. Cooper held various senior management positions with Deloitte & Touche LLP, providing professional services, and with Albertsons, Inc., a NYSE-listed retail company. Currently, Mr. Cooper is a board member of the Washington Roundtable, a nonprofit, public policy organization representing major private sector employers throughout Washington State. He is also a member of the American Cancer Society’s CEOs Against Cancer and a chair of the United Way of Pierce County’s fundraising committee.

James E. Defebaugh, 59, has served as Executive Vice President, General Counsel and Secretary of the Company since 2006, after serving as Vice President, General Counsel and Secretary of the Company since joining the Company in 2005. Prior to joining the Company, Mr. Defebaugh held various positions with Kmart Holding Corporation, including Senior Vice President and Chief Legal Officer (2004–2005), Senior Vice President and Chief Compliance Officer (2002–2004), Vice President and Corporate Secretary (2001–2002), and Vice President, Legal (2001). Mr. Defebaugh also served as Vice President and Chief Compliance Officer of Sears Holdings Corporation in 2005. Mr. Defebaugh is currently on the Board of Trustees for the Museum of Glass, in Tacoma, Washington, and serves there as Secretary, Audit Committee Chair, and a member of the Executive Committee.

Derrek L. Gafford, 43, has served as the Company’s Executive Vice President and Chief Financial Officer since 2006, after serving as Vice President and Chief Financial Officer since 2005 and as the Company’s Vice President of Finance and Accounting beginning in 2004. Mr. Gafford is a Certified Public Accountant and first joined the Company in 2002, serving as Vice President and Treasurer. Prior to joining the Company, Mr. Gafford served as Chief Financial Officer for Metropolitan Market, a grocery retailer, from 2001 to 2002, and held various management positions with Deloitte & Touche LLP, providing professional services, and with Albertsons, Inc., a NYSE-listed retail company.

Wayne Larkin, 48, has served as Executive Vice President of Branch Operations for TrueBlue since 2012 and as President of Labor Ready since May 2008. Prior to this position, he had been the Executive Vice President for Labor Ready since 2007, and the Senior Vice President of Operations for Labor Ready in 2006. Mr. Larkin originally joined the Company in 1996 and was promoted in 1998 to Labor Ready Area Director of Operations. Between 1999 and 2002, Mr. Larkin worked for Staffmark, serving first as a Business Development Manager and then as a General Manager. Mr. Larkin rejoined the Company in 2002. Prior to working for the Company, Mr. Larkin held various management positions with Avis Rent-A-Car. Currently, Mr. Larkin is a board member of the Pierce County YWCA.

Billie R. Otto, 47, has served as Executive Vice President and Chief Information Officer since December of 2012, after serving as Senior Vice President and Chief Information Officer since 2010. Ms. Otto has been with the Company since 1998, serving in a number of roles, including as Vice President and Corporate Controller prior to 2004. Prior to joining the Company, Ms. Otto worked in public accounting, from 1990 to 1998, with the firm now known as RSM McGladrey. Ms. Otto also currently serves on the YWCA Pierce County Board of Directors and the Advisory Board of the Western Washington University College of Business & Economics.

We achieved strong performance in 2013 through organic growth in our core business as well as growth through acquisitions. Revenue for 2013 grew 20.1% to a record high of $1.67 billion, and EBITDA, adjusted for non-recurring costs related to acquisitions, which is a key metric in our executive compensation program, grew 21.6% to $87 million.

We delivered strong organic revenue results throughout 2013. Our sales and service teams became increasingly specialized in the industries of our customers to better help them solve their unique business challenges. Following the implementation of our electronic pay solutions in 2012, we implemented mobile texting solutions in 2013 which increased the geographic reach of our branches, reduced the time to fill orders, and increased the quality of our applicant pool. Our specialized approach and ability to leverage technology in meaningful ways increased the relevancy of our business model to both customers and workers while improving the efficiency of our operations.

We completed two key acquisitions in 2013. These acquisitions improved our ability to serve our customers, added profitable market share, and increased the quality of our talent. We integrated both acquisitions in record time while successfully retaining customers and generating meaningful business synergies.

Our management team, which is led by the Named Executive Officers (“NEOs”), was critical to our success. In 2013, the NEOs were:

• Mr. Cooper, President and Chief Executive Officer;
   
• Mr. Gafford, EVP and Chief Financial Officer;
   
• Ms. Cannon, EVP Human Resources;
   
• Mr. Defebaugh, EVP, General Counsel and Secretary; and
   
• Mr. Larkin, EVP Branch Operations. 

Pay-for-Performance Alignment

Our executive compensation program was designed by the Compensation Committee (“Committee”) to ensure the interests of the Company’s management team are appropriately aligned with those of its shareholders by rewarding performance that meets and exceeds business and individual goals. Key pay-for-performance features of our 2013 compensation program included:

We continued the emphasis on performance-based equity for the management team. In 2013, we continued the balancing of our equity award mix to emphasize performance-based equity where payable compensation, if any, was tied to long-term company EBITDA and revenue growth. Target equity grant values are now split evenly between performance share units (50%) and restricted stock grants (50%). In addition, we lowered the overall value of the executive equity awards to allow for the addition of non-NEOs into the 2013 Performance Share Unit Program without significantly increasing equity expense over the prior year.

One-half of CEO’s total direct compensation package is performance-based. As a result of the changes to our equity award mix in 2013, 50% of Mr. Cooper’s targeted annual total direct compensation (short-term incentive and performance share unit awards) was performance-based and at-risk, while 37% of the targeted annual total direct compensation for the other NEOs was performance-based and at-risk if performance goals were not met.

Performance metrics used in incentive plans are linked to Company’s strategic business plan. The financial measures under the 2013 incentive award programs were linked directly to the annual and long-term strategic business plans reviewed and approved by the Board of Directors. Further, if minimum financial goals under the annual cash incentive award plan and the performance share unit awards under the long-term incentive program had not been met, no payouts would be made under these awards.

Outstanding Company performance relative to goals resulted in above target payouts under incentive plans. Company EBITDA and revenue performance exceeded the performance share unit plan growth goals for 2011–2013, allowing performance share unit payout of the 2011 performance share unit grant at 146.7% of target. Company EBITDA performance exceeded short-term incentive plan EBITDA goals for 2013, leading to payouts for short-term incentive payout at 116% of target.

Beginning in 2011, the Company began requesting that shareholders provide an annual “say on pay” advisory vote on its executive compensation program.

At our 2013 Annual Meeting of Shareholders, shareholders expressed substantial support for the compensation of our NEOs, with 96.6% of the votes cast for approval of the “say on pay” advisory vote. The Committee evaluated the results of the 2013 advisory vote in evaluating the Company’s executive compensation programs. The Committee also considered many other factors as discussed in this Compensation Discussion and Analysis, including the Committee’s assessment of the interaction of our compensation programs with our corporate business objectives, evaluations of our programs by external consultants, and review of pay data of a relevant group of peers. Each of these factors was evaluated in the context of the Committee’s fiduciary duty to act in shareholders’ best interests and bore on the Committee’s decisions regarding our NEOs’ compensation. The Committee did not make any changes to our executive compensation program and policies as a result of the 2013 “say on pay” advisory vote.

As part of its oversight of our compensation programs, the Committee also regularly reviews our various compensation plans, and has concluded they do not create risks reasonably likely to have a material adverse effect on the Company. Additionally, the Committee evaluated the current design of the compensation program for our NEOs and concluded that it encourages appropriate, but not excessive, levels of risk-taking.

The short-term incentive plan focused on multiple goals such as resource management, leadership development, change management and company profitability and provided relatively moderate awards for achievement of the goals. As discussed above, a significant portion of the executive compensation for the NEOs was received under the Long-Term Executive Equity Incentive Plan, which included vesting and performance requirements and provided meaningful shareholder value primarily in the form of sustained long-term growth of our common stock.

The Committee believed the following features of our 2013 compensation program, as described in greater detail throughout this document, served to mitigate excessive or unnecessary risk-taking:

• short- and long-term incentives included financial and non-financial metrics or objectives that required substantial performance on a broad range of material initiatives and/or sustained financial performance and growth;
   
• the maximum amount of annual cash bonus that could be earned was capped;
   
• a substantial portion of the total compensation for NEOs was delivered via equity awards that included a mix of restricted stock that vests over three years and performance share units that vest based on meeting certain performance targets and that encourage retention and sustained performance over time;
   
• stock ownership guidelines for the NEOs, insider trading and anti-hedging policies for NEOs and Directors; and
   
• the Company has adopted a clawback policy.

The Committee oversees, regularly reviews, and approves compensation programs for our NEOs. The Committee reviews and approves corporate goals and objectives relevant to the compensation plans applicable to the NEOs, and together with the Governance Committee, evaluates the performance of the Chief Executive Officer in light of the corporate goals and objectives established for him.

In making compensation recommendations to the Board, the Committee considers its compensation objectives, compensation practices of our peers, the roles and responsibilities of each NEO, and internal pay equity. The Committee seeks to align compensation with our current and long-term business strategy and goals. There is no formal weighting of any of these factors; the Committee uses its informed judgment in determining pay targets and amounts. The Committee reviews and discusses annual pay elements (base salary, bonus targets, and equity awards) each year. It evaluates other programs as needed based on changes in compensation objectives, alignment with overall Company direction and business strategy, competitive trends, accounting rules, and changes in tax and other laws and regulations. Based on a review of these factors and the Committee’s recommendations, the Board has approved our executive compensation programs.
 

The Committee retains its own external independent compensation consultant, Mercer (US) Inc. (“Mercer”), to provide an in-depth external review of its executive compensation programs every two years based on peer group benchmarking. Mercer attends key meetings of the Committee and is available to the Committee as necessary.

In 2012, the Committee reaffirmed its consulting relationship with Mercer through an evaluation process that included the evaluation of other independent compensation consultants. At the time, and on an annual basis, the Committee evaluates the independence of Mercer to ensure that no conflicts of interest of any kind exist between Mercer and the Company, including personal or business relationships between Mercer and Company or Company executive officers, Company stock ownership by Mercer, or engagement of Mercer by the Company for other material services; however, the Company’s EVP Human Resources may engage Mercer, on occasion, to provide compensation market expertise for non-NEO positions.

Information provided by Mercer is considered by the Committee but does not directly determine any of our actual compensation arrangements. The Committee applies its informed judgment when establishing the compensation elements, targets and final awards.

In making compensation recommendations to the Board, the Committee considers its compensation objectives, including structuring compensation programs that demonstrate our commitment to pay for performance in both short- and long-term incentive elements, the compensation practices of our peers, the roles and responsibilities of each NEO, and internal pay equity. The Committee designs our executive compensation programs with a goal to achieve the following objectives:

• align, focus, attract and retain the key executive talent needed to achieve our long-term business strategies;
   
• provide a significant portion of each NEO’s annual compensation based on both Company and individual performance;
   
• establish performance targets for incentive compensation that align with both our annual and long-term business strategies;

• reflect the role, scope, and complexity of each NEO’s position relative to other NEOs;
   
• balance the need to be competitive against our industry peers with our commitment to control costs;
   
• focus on performance and align NEOs’ interests with both short- and long-term business objectives;

• motivate NEOs to create long-term shareholder value;
   
• target total compensation near the median of our peers; and
   
• provide strong incentives for NEOs to join and remain at TrueBlue.

The market analysis completed by Mercer in 2011 contributed to the changes in the compensation target values, effective January 2012. These values were largely carried forward into 2013.

To establish the 2012 compensation program, at its September 2011 meeting, the Committee received a summary from Mercer of external peer group pay practices relating to base salaries, actual and target short-term incentives, long-term incentives and total compensation. The summary was based on information compiled from both peer group proxy data and published salary surveys compiled by Mercer. The companies in the peer group were selected because they were engaged in staffing or were in industries that operate multi-unit branches on a national basis.

The selected peer group:

CDI Corp

Kforce, Inc.

Dollar Thrifty Automotive Group, Inc.

Resources Connection, Inc.

G&K Services, Inc.

Robert Half International, Inc.

H&E Equipment Services, Inc.

RSC Holdings, Inc.

Healthcare Services Group, Inc.

SFN Group, Inc.

Hudson Global, Inc.
(formerly Hudson Highland Group, Inc.)

Unifirst Corp

Insperity, Inc.
(formerly Administaff Company)

The data from this peer group was combined with national published surveys compiled by Mercer (Mercer: US Global Premium Executive Remuneration Suite — January 2011 Release) and Towers Watson Data Services (Survey Report on Top Management Compensation).

At the time of peer group selection in Spring 2011, the Mercer study showed that the Company’s peer group had the following financial statistics (in millions):
 

In 2011, the Mercer compensation review found the following with respect to Company’s executive compensation:

• current base salary and total target cash compensation were slightly below the market 25th percentile for our CEO and slightly above the market 25th percentile for the other NEOs;
   
• short-term cash incentive targets were at the market 25th percentile for all of the NEOs; and
   
• target long-term equity incentive grant value was between the market 25th percentile and 50th percentile for the CEO and slightly below the market 50th percentile for the other NEOs.

The Company strives for overall total compensation to approximate the 50th percentile of the market, and recognized compensation, on average or by particular element, was below this level. In response, in 2012, the Committee changed the compensation elements for select NEOs to increase the “at risk” performance-based compensation opportunity. This moved executive overall compensation closer to the peer group 50th percentile.

In reviewing the objectives of the compensation program and the changes made in 2012, the Committee approved the following 2013 NEO compensation targets.

Base Salaries

No changes were made to NEO base salaries in 2013.

Component # 1 — 2013 Individual Performance

The Chief Executive Officer’s individual performance bonus for 2013 was based on specific performance goals involving areas of responsibility including:

• Growth
   
• Project Leadership
   
• Communications
   
• Strategy Development, and
   
• Leadership Development

At the end of the year, the Governance Committee discussed each performance area, the CEO’s self-evaluation, and the evaluations of the CEO by each of the independent Directors. The Governance Committee noted the Company’s strong performance under the CEO’s leadership. The Governance Committee concluded that, based on all the facts and circumstances, the CEO performed at a level that entitled him to receive 100% of his individual bonus, which was equal to 50% of his base salary.

The goals for all other NEOs were focused on the following categories:

• Resource Management
   
• Growth
   
• Project Leadership
   
• Strategy Development
   
• Communications
   
• Leadership Development, and
   
• Function-specific Goals

Based on the Chief Executive Officer’s recommendation, as reviewed and approved by the Committee, the following determinations were made:

• Messrs. Defebaugh, Larkin and Ms. Cannon each received 100% of his or her individual bonus opportunity equal to 20% of base salary, and
   
• Mr. Gafford received 80% of his respective individual bonus opportunity equal to 16% of base salary. Mr. Gafford’s individual bonus score reflected his level of achievement of individual goals as evaluated by the CEO.

Long-term Equity Compensation Incentives

The Long-Term Executive Equity Incentive Plan was designed to align the interests of the NEOs with those of the shareholders. The combination of vesting requirements and stock ownership guidelines were intended to promote retention and a long-term commitment to the Company. As in previous years, the 2013 equity awards for NEOs were comprised of a combination of restricted shares and performance share units. The Committee chose these two equity vehicles after considering other vehicles, including stock options.

The Committee reaffirmed that performance share units more directly link pay to specific long-term performance goals than stock options and restricted stock because they put pay at risk. This allocation of performance share units and restricted share grants provides an appropriate balance between long-term performance incentives and retention goals.

Overall, the target award value for each executive was lower in 2013 than 2012, to allow for the addition of non-NEOs into the 2013 Performance Share Program without significantly increasing equity expense over the prior year.

The following table shows the total target awards as a percentage of base salary and the mix between restricted stock and performance shares for our Chief Executive Officer and each of the other NEOs.

Restricted Shares

The number of shares awarded was calculated by dividing the target dollar value of the award by the trailing 60-day average closing price of the Company’s stock on the date of grant. The grant date was the second trading day after the announcement of fourth quarter and year-end results, which for the 2013 grant was February 8, 2013. One-third of the restricted shares vest each year on the anniversary date of the award.

Performance Share Units

The target number of performance share units awarded was calculated by dividing the target dollar value of the award by 80% of the trailing 60-day average closing price of the Company’s stock on the date of grant. This 20% discount was recommended by Mercer to take into account the contingent nature of the units and risk of forfeiture. Performance share units will vest and be converted into our common stock only if certain cumulative growth rates (EBITDA and revenue) are met at the completion of the three-year performance period.

The Committee established and the Board approved minimum, target, and maximum vesting rates according to potential growth results for the Company as set forth in the following table. Award levels will be extrapolated between levels beginning at the 50% threshold level up to the maximum level. The performance share unit award is completely at-risk and no performance share units will vest at any level unless the threshold EBITDA growth target is met and the Company’s total cumulative revenue at the end of the three-year period exceeds three times 2012 revenue plus 10% of 2012 revenue.

The Committee believes the achievement of sustained EBITDA growth, together with the revenue growth threshold, required by the performance share award will be of substantial benefit to the shareholders. If the 10% revenue growth threshold is met, the number of performance share units earned at the end of the three-year award period will be determined by the cumulative growth in EBITDA during the performance period as illustrated by the table below:

Example: If the three-year EBITDA growth averages 20%, NEOs will receive 100% of their target performance share units. A three-year 30% cumulative growth in EBITDA will earn an award of 150% of the target performance share units.

2011 Performance Share Unit Award Payment Determination (2011–2013 Performance Period)

In 2011, Messrs. Cooper, Defebaugh, Gafford, Larkin and Ms. Cannon were awarded target performance shares as a component of their total long-term equity award. This 2011 award was received by the NEOs after the final determination and release of the Company’s 2013 performance at the end of the applicable performance period. The performance shares provided the potential to earn up to 150% of the target performance shares granted, upon completion of the three-year performance cycle and dependent upon performance against financial metrics established by the Committee at the beginning of the performance cycle as illustrated by the table below:

During this three-year period, the Company realized 12.4% average revenue growth and 25.8% average EBITDA growth, achieving a payout of 146.7% of target shares under the plan.

Actual shares granted to each NEO under the 2011 Performance Share Unit award are summarized below.

The Committee adopted a formal clawback policy in 2012 that became effective for fiscal year 2013. Our policy applies to all current and former NEOs and certain other executives (including the Chief Accounting Officer) who receive incentive-based compensation after January 1, 2013. Under the policy, the Company may seek to recover the incentive compensation awarded or paid where: (a) the incentive compensation was calculated based wholly or in part upon the achievement of certain financial results that were subsequently the subject of a restatement, (b) in the Committee’s view the executive engaged in fraud or illegal conduct that materially contributed to or caused the restatement, and (c) a lower payment would have been made to the executive based upon the restated financial results. The Committee retains discretion regarding the application of the policy and may determine not to seek recovery from an executive if it determines that to do so would be unreasonable or that it is not in the best interest of the Company and its shareholders to do so.

In 2008, the Committee adopted the following stock ownership guidelines applicable to the NEOs based on a multiple of base salary:

NEOs are expected to achieve their targets within five years of becoming subject to the ownership guidelines. The guidelines may be satisfied by shares owned outright (regardless of whether acquired through a Company plan or other acquisition), unvested restricted shares or shares held in the NEO’s account under our employee stock purchase or 401(k) plans. Unvested performance share units may not be used to satisfy the stock ownership guidelines. Compliance with the guidelines is reviewed on an ongoing basis. NEOs who have not satisfied the applicable guideline after becoming subject to them are encouraged to retain 50% of the net amount of their shares (after applicable taxes) on each vesting date for their restricted stock awards. All NEOs have achieved their respective stock ownership level.
 

• the termination benefits are payable only if the executive’s employment is terminated without cause or if the executive terminates his or her employment with good reason other than death or disability;

• cash severance payments are limited to separation payments at a rate equal to the executive’s base salary for 18 months for Mr. Cooper and 12 months for the other NEOs. In addition, under their employment agreement or plan document, the NEOs would receive a prorated short-term incentive bonus subject to the performance conditions set by the Board;

• vesting in certain equity awards as set forth in the NEOs employment agreement or applicable grant document;

• Mr. Cooper’s employment agreement provides that if he is deemed to receive an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code by reason of his vesting of the unvested equity

awards, the amount of such payments will be reduced or, alternatively, the provisions of the employment agreement will not act to vest his unvested equity incentive awards, so that no such payments will constitute excess parachute payments; and

• the separation benefits are conditioned upon the execution by the executives of a release of claims against the Company, and continued compliance with non-competition and other covenants made by the executive.

The Company has entered into change-in-control agreements with certain executive officers, including all NEOs. These agreements are described in greater detail under “Potential Payments to Named Executive Officers upon Termination or Change-in-Control” below, and were approved by all of the independent Directors. The change-in-control agreements are intended to protect the interests of our shareholders by providing short-term security for the executives in the event management and the Board are presented with a business combination or other opportunity that is determined to be in the best interest of our shareholders. The Committee designed the change-in-control agreements to achieve a balance between the benefits of providing executives with security and the potential impact on the shareholders. The major provisions intended to achieve this balance include:

• the change-in-control agreements require a “double trigger,” i.e. both a change-in-control and either an involuntary termination by the Company or a termination for good reason by the executive;

• the basic benefit is limited to an amount equal to two times (three times in the case of the Chief Executive Officer) the sum of (i) the executive’s annual base salary rate in effect for the year in which the termination date occurs and (ii) the executive’s short-term incentive target award, in addition to the immediate vesting of outstanding, unvested equity awards;

• the effective cost is further controlled by a “modified cap” which provides that if the “parachute” amount payable would trigger an excise tax under Section 4999 of the Internal Revenue Code, then the amount required to be paid is the greater of the cut-back parachute payment or 90% of the full parachute payment after taxes;

• the agreements do not include an obligation to pay a “gross up” in the event excise taxes are payable; and

• the agreements include restrictive covenants covering non-competition, non-solicitation, non-disparagement and confidentiality.

The Committee approved and adopted the Company’s Nonqualified Deferred Compensation Plan in 2006 (the “Deferred Compensation Plan”). The NEOs, in addition to other of our highly compensated employees, as defined in IRS regulations, are entitled to participate in the Deferred Compensation Plan. The NEOs are not entitled to participate in the Company’s 401(k) plan. In October 2012, the Company adopted changes to the Deferred Compensation Plan allowing participants to maintain their balances in the Deferred Compensation Plan upon termination of employment if a participant has attained the age of at least 40 years, achieved five years of credited service and has an accumulated balance of at least $5,000. The change is intended to make the plan more attractive to participants as a possible retirement planning vehicle.

Under the Deferred Compensation Plan, eligible employees may defer up to 75% of base salary and up to 100% of amounts received under the short-term incentive plan. The Deferred Compensation Plan also includes in-service accounts that allow distribution of contributions during employment and installment payments for distributions (up to 10 years) for additional flexibility for tax purposes and retirement planning. Under the Deferred Compensation Plan, the Company can match employee contributions at double the rate matched under the Company’s 401(k) plan and such matching funds will be immediately vested. In 2013, the match was 50% of contributions to the plan up to $17,500. Details of amounts actually contributed to executives plans for 2013 contributions are provided in the Nonqualified Deferred Compensation Table, below. Under the Plan, the Company can also make additional contributions with different vesting schedules for retention purposes, but no additional contributions were made during 2013.

Although we plan to invest deferred amounts in separate investment funds managed by third parties, we are not required to do so and all deferred amounts are subject to the risk of loss in the event we become insolvent. The Deferred Compensation Plan is administered by a benefits

committee consisting of our employees and NEOs who are eligible to participate on the same basis as other eligible employees.

The Committee believes the Deferred Compensation Plan is necessary as a competitive, meaningful retirement benefit for those employees who are eligible to participate, which includes the NEOs, and does not impose any significant risk to or burden on the Company.

The Company does not maintain a defined benefit pension plan or supplemental pension plan.

Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code limits our ability to deduct certain compensation over $1 million paid to certain of the NEOs unless such compensation is based on performance objectives meeting certain criteria or is otherwise excluded from the limitation. The Committee uses, where practical, compensation policies and practices intended to preserve tax deductibility of executive compensation. However, notwithstanding this general practice, the Committee also believes there may be circumstances in which our interests are best served by maintaining flexibility in the way compensation is provided, whether or not compensation is fully deductible under Section 162(m). Accordingly, it is possible some compensation paid to certain of the NEOs may not be deductible, such as the restricted stock portion of the long-term executive equity incentive plan and short-term incentive bonuses to the extent the aggregate of non-exempt compensation exceeds the $1 million level.

Nonqualified Deferred Compensation

We make every effort to operate in compliance with the statutory provisions regarding nonqualified deferred compensation arrangements in Section 409A of the Internal Revenue Code.

Accounting for Stock-Based Compensation

We account for stock-based compensation, including our restricted stock and performance share units in accordance with the requirements of FASB ASC Topic 718.