false 0000945983 0000945983 2024-06-13 2024-06-13
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 13, 2024
 
 
CLIMB GLOBAL SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
 
 
     
Delaware
000-26408
13-3136104
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
     
4 Industrial Way West, Suite 300,
Eatontown, New Jersey
  
07724
(Address of principal executive offices)
  
(Zip Code)
 
732-389-0932
(Registrant’s telephone number, including area code)
 
Not applicable
(Former name or former address, if changed since last report)
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Act:
         
Title of each class
  
Trading Symbol
  
Name of each exchange on which registered
Common stock, par value $0.01 per share
  
CLMB
  
The Nasdaq Global Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company         ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
Climb Global Solutions, Inc. (the “Company”) held the 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) on June 13, 2024. At the 2024 Annual Meeting, 3,553,910 shares of the Company’s common stock were represented either in person or by proxy, which is equal to 77.20% of the Company’s issued and outstanding common stock as of the record date. At the 2024 Annual Meeting, the Company’s stockholders (i) elected the seven nominees named below to the Company’s Board of Directors, to serve until the next annual meeting of the stockholders and until their successors are elected and qualified; (ii) approved a non-binding, advisory resolution approving the compensation of the Company’s named executive officers; and (iii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024.
 
Proposal 1: Election of Directors — The final number of votes for, withheld or abstained from voting and broker-non-votes were as follows:
                 
Nominee
  
Votes For
  
Votes Withheld
  
Votes Abstained
  
Broker Non-
Votes
Jeff Geygan
  
2,233,837
  
466,066
  
-
  
854,007
John McCarthy
  
2,247,803
  
452,100
  
-
  
854,077
Andy Bryant
  
2,223,061
  
476,842
  
-
   854,077
Dale Foster
  
2,556,382
  
143,521
  
-
   854,077
Gerri Gold
  
2,248,703
  
451,200
  
-
   854,077
Greg Scorziello
  
2,206,339
  
493,564
  
-
   854,077
Kimberly Boren
  
1,963,174
  
736,729
  
-
   854,077
                 
 
Proposal 2: Advisory Resolution to Approve Compensation of the Company’s Named Executive Officers— The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:
 
               
Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
  
2,379,043
  
308,371
  
12,489
  
854,007
  
 
Proposal 3: Ratification of the Appointment of Deloitte & Touche, LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ended December 31, 2024 — The final number of votes cast for, against or abstaining from voting and broker non-votes were as follows:
 
               
Votes For
  
Votes Against
  
Votes Abstained
  
Broker Non-Votes
  
3,543,386
  
3,838
  
6,686
  
                 -
  
 
 
SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
CLIMB GLOBAL SOLUTIONS, INC.
   
Date: June 13, 2024
By:
/s/ Andrew Clark
 
Name:
Andrew Clark
 
Title:
Chief Financial Officer
 
 
v3.24.1.1.u2
Document And Entity Information
Jun. 13, 2024
Document Information [Line Items]  
Entity, Registrant Name CLIMB GLOBAL SOLUTIONS, INC.
Document, Type 8-K
Document, Period End Date Jun. 13, 2024
Entity, Incorporation, State or Country Code DE
Entity, File Number 000-26408
Entity, Tax Identification Number 13-3136104
Entity, Address, Address Line One 4 Industrial Way West, Suite 300
Entity, Address, City or Town Eatontown
Entity, Address, State or Province NJ
Entity, Address, Postal Zip Code 07724
City Area Code 732
Local Phone Number 389-0932
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock
Trading Symbol CLMB
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000945983
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