GLOBAL INDUSTRIAL Co

8-K · gic-20260601.htm iXBRL

0000945114 2026-06-01 2026-06-01

 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 1, 2026

 Global Industrial Company

 (Exact Name of Registrant as Specified in its Charter)

 Delaware   1-13792   11-3262067
 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)

 11 Harbor Park Drive , Port Washington , New York
   11050
 (Address of Principal Executive Offices)   (Zip Code)

 Registrant’s telephone number, including area code: (516) 608-7000

 N.A.
 (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 obligations 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 240.14-12)

 ☐ 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(s) Name of each exchange on which registered
 Common Stock ($.01 par value) GIC New York Stock Exchange

 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.

 (a) Global Industrial Company (the "Company") held its 2026 Annual Meeting of Stockholders (the "Annual Meeting") on June 1, 2026.

 (b) At the Annual Meeting, the Company’s stockholders voted on the following matters:

 1. To elect eight directors to serve until the next annual meeting of stockholders or until their successors are duly elected and qualify;
 2. To ratify the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2026;
 3. Advisory (non-binding) vote to approve the compensation of the Company's named executive officers; and
 4. To approve the Company's Amended and Restated 2018 Employee Stock Purchase Plan.

 The following are the final voting results for each of the matters voted upon at the Annual Meeting:

 1. Election of Directors.

 Name For Withheld Broker Non-Votes
 Richard B. Leeds 29,030,911 6,185,631 1,269,589
 Bruce Leeds 29,046,618 6,169,924 1,269,589
 Robert Leeds 29,046,589 6,169,953 1,269,589
 Anesa T. Chaibi 29,214,757 6,001,785 1,269,589
 Chad M. Lindbloom 34,752,395 464,147 1,269,589
 Gary S. Michel 34,920,386 296,156 1,269,589
 Paul S. Pearlman 34,188,045 1,028,497 1,269,589
 Robert D. Rosenthal 34,397,437 819,105 1,269,589

 2. Ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2026.

 For Against Abstain Broker Non-Votes
 36,323,196 141,794 21,141 0

 3. An advisory (non-binding) vote on the compensation of the Company's named executive officers.

 For Against Abstain Broker Non-Votes
 34,706,219 502,371 7,952 1,269,589

 4. Approval of the Company's Amended and Restated 2018 Employee Stock Purchase Plan.

 For Against Abstain Broker Non-Votes
 35,192,610 21,112 2,820 1,269,589

 SIGNATURES

 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.

 GLOBAL INDUSTRIAL COMPANY

 Date: June 3, 2026

 By: /s/ Thomas Axmacher
 Name: Thomas Axmacher
 Title: Vice President & Controller