Climb Global Solutions, Inc.

Current report (Form 8-K) · Jun 4, 2026 · Leadership change · Item 5.07 · Financial statements

Company

Documents

Primary topic

Leadership change

Filed

Jun 4, 2026

Filing summary Workforce analysis SEC documents(8)Filing text Exhibits(1)

Type

8-K

File

clmb20260602_8k.htm

Document text
8-K · clmb20260602_8k.htm iXBRL 0000945983 2026-06-02 2026-06-02 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 2, 2026 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, $.01 par value 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Climb Global Solutions, Inc. (the “Company”) held on June 2, 2026, the Company’s stockholders, upon the recommendation of the Board of Directors (the “Board”), approved the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan (the “A&R 2021 Plan”), which was previously adopted by the Board, subject to approval by the Company’s stockholders. A summary of the A&R 2021 Plan can be found under the caption “ Proposal 3 - Approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Incentive Plan ” of the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”), which is incorporated herein by reference. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the A&R 2021 Plan and are qualified by reference to the text of the A&R 2021 Plan, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. The Company held the 2026 Annual Meeting on June 2, 2026. At the 2026 Annual Meeting, 15,139,669 sha res of the Company’s common stock were represented either in person or by proxy, which is equ al to 81.97% of the Company’s issued and outstanding common stock as of the record date. At the 2026 Annual Meeting, the Company’s stockholders (i) elected th e four no minees named below to the Board, to serve until the next annual meeting of the stockholders and until their successors are elected and qualify; (ii) approved a non-binding, advisory resolution approving the compensation of the Company’s named executive officers; (iii) approved the A&R 2021 Plan ; and (iv) ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Proposal 1: Election of Directors — The final number of votes for, withheld and broker-non-votes were as follows: Nominee Votes For Votes Withheld Broker Non- Votes John McCarthy 10,146,437 2,106,107 2,887,125 Andy Bryant 11,139,727 1,112,817 2,887,125 Dale Foster 11,975,398 277,146 2,887,125 Paul Giovacchini 11,336,652 915,892 2,887,125 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 11,081,655 1,109,991 60,898 2,887,125 Proposal 3: Approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan — 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 11,184,814 1,007,042 60,688 2,887,125 Proposal 4: Ratification of the Appointment of Deloitte & Touche, LLP as the Company ’ s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026 — 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 15,078,115 30,710 30,844 - Item 9.01. Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description of Exhibits 10.1 Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 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 4 , 2026 By: /s/ Matthew Sullivan Name: Matthew Sullivan Title: Chief Financial Officer 2

Document text

8-K · clmb20260602_8k.htm iXBRL

0000945983

 2026-06-02
 2026-06-02

  

 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 2, 2026

  

  

 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, $.01 par value

 

 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

        

       At the 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Climb Global Solutions, Inc. (the “Company”) held on June 2, 2026, the Company’s stockholders, upon the recommendation of the Board of Directors (the “Board”), approved the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan (the “A&R 2021 Plan”), which was previously adopted by the Board, subject to approval by the Company’s stockholders.

  

        A summary of the A&R 2021 Plan can be found under the caption “ Proposal 3 - Approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Incentive Plan ” of  the Company’s definitive proxy statement on Schedule 14A for the 2026 Annual Meeting filed with the U.S. Securities and Exchange Commission on April 24, 2026 (the “Proxy Statement”), which is incorporated herein by reference. The foregoing and the summary in the Proxy Statement are not complete summaries of the terms of the A&R 2021 Plan and are qualified by reference to the text of the A&R 2021 Plan, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

  

  

 Item 5.07 Submission of Matters to a Vote of Security Holders.

  

 The Company held the 2026 Annual Meeting on June 2, 2026. At the 2026 Annual Meeting,  15,139,669 sha res of the Company’s common stock were represented either in person or by proxy, which is equ al to 81.97% of the Company’s issued and outstanding common stock as of the record date. At the 2026 Annual Meeting, the Company’s stockholders (i) elected th e four no minees named below to the Board, to serve until the next annual meeting of the stockholders and until their successors are elected and qualify; (ii) approved a non-binding, advisory resolution approving the compensation of the Company’s named executive officers; (iii) approved the A&R 2021 Plan ; and (iv) ratified the appointment of Deloitte & Touche, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

  

  

 Proposal 1: Election of Directors  — The final number of votes for, withheld and broker-non-votes were as follows:

  
  
  
  
  
  
  

 Nominee

  

 Votes For

  

 Votes Withheld

  

 Broker Non- Votes

 John McCarthy

  
 10,146,437
  
 2,106,107
  

 2,887,125

 Andy Bryant

  
 11,139,727
  

 1,112,817

  
 2,887,125

 Dale Foster

  

 11,975,398

  

 277,146

  
 2,887,125

 Paul Giovacchini

  

 11,336,652

  

 915,892

  
 2,887,125

  

 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

  

 11,081,655

  

 1,109,991

  

 60,898

  

 2,887,125

  

  

 Proposal 3: Approval of the Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan  — 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

  

 11,184,814

  

 1,007,042

  

 60,688

  

 2,887,125

  

 Proposal 4: Ratification of the Appointment of Deloitte & Touche, LLP as the Company ’ s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2026  — 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

  

 15,078,115

  

 30,710

  

 30,844

  

 -

  

  

  

  

     Item 9.01. Financial Statements and Exhibits

    

     (d) Exhibits.         

  

 Exhibit No.

 Description of Exhibits

 10.1

 Amended and Restated Climb Global Solutions, Inc. 2021 Omnibus Incentive Plan.

 104

 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

  

  

  

 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 4 , 2026

 By:

 /s/ Matthew Sullivan

 

 Name:

 Matthew Sullivan

 

 Title:

 Chief Financial Officer

  

  

  

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