Climb Global Solutions Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four directors (John McCarthy, Andy Bryant, Dale Foster and Paul Giovacchini) to the Board, each to serve until the 2027 Annual Meeting and until their successors are duly elected and qualified.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement (the annual 'say-on-pay' vote).

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers as disclosed in the proxy statement (the "say-on-pay" vote required by Dodd-Frank and SEC rules). Management is seeking shareholder approval to validate its pay-for-performance program, which emphasizes a mix of base salary, short-term cash incentives tied to constant-currency EBITDA, and long-term equity incentives (RSUs and PSUs) tied to EPS and ROE metrics. The advisory nature means the vote will not be binding, but the Board and Compensation Committee state they will review results and consider them when making future compensation decisions. The company highlights recent strong financial performance (40% net sales growth in 2025, improving EBITDA and net income) and notes past strong stockholder support for executive compensation (97% approval in 2025) as context supporting the current program. Management argues the program aligns management and stockholder interests through significant at-risk pay, clawback policies, ownership guidelines, and double-trigger change-in-control protections. Opposing arguments (not presented as a shareholder proposal here) could include concerns over discretion in bonus adjustments or the scale of equity awards; the filing notes the Board exercised positive discretion to increase annual bonus payouts in light of acquisition-related actions, which investors may scrutinize. The Board recommends FOR, asserting that shareholder affirmation will support retention, motivation, and alignment of executives with long-term stockholder value. Given the company’s prior high say-on-pay support and the explicit governance features (clawback, independent consultant, and performance metrics), the proposal is likely intended to reaffirm the Committee’s compensation design while preserving flexibility to adjust awards and metrics as business needs evolve.

3. 3

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

   ManagementBoard: FOR

   Approve the Amended and Restated 2021 Omnibus Incentive Plan to increase the share reserve by 1,810,000 shares and implement governance changes (no liberal share recycling for options/SARs, annual non-employee director compensation limit, and a one-year minimum vesting requirement), among other plan provisions.

   More detail

   This proposal asks shareholders to approve an Amended and Restated version of the Company’s 2021 Omnibus Incentive Plan that would add 1,810,000 shares to the plan reserve and impose several governance changes (eliminating liberal share recycling for options/SARs, adding an annual non-employee director compensation cap, and a one-year minimum vesting requirement with limited exceptions). Management seeks approval both to satisfy Nasdaq stockholder-approval rules and to preserve the ability to grant equity incentives that the Compensation Committee and Board view as critical for attracting, retaining and motivating employees, executives and non-employee directors. The filing explains the Company’s rationale: equity awards align employee and stockholder interests, support retention, and are calibrated via a mix of RSUs and performance-based PSUs tied to EPS and ROE; the Board engaged an independent compensation consultant (FW Cook) in evaluating the appropriate reserve and plan design. The company discloses the expected overhang (12.2% fully-diluted) and estimates the requested reserve should be sufficient for roughly four years of awards, acknowledging that actual usage will depend on hiring, award mix, and future M&A activity. The amendments introduce investor-friendly governance provisions to limit dilution and improve vesting governance, which the Board highlights as best-practice features designed to address potential shareholder concerns. Key risks for shareholders include potential dilution from the increased reserve and discretionary elements of grant sizing; the filing attempts to mitigate these concerns by quantifying share usage and incorporating anti-recycling and vesting minimums. The Board recommends FOR and frames the proposal as a necessary and measured step to sustain incentive programs aligned with long-term shareholder value while improving plan governance. For an investor evaluating the merits, the proposal balances the company’s need for equity-based pay against reasonable safeguards and transparency around share usage, but attention should be paid to the planned pace of grants, future dilution, and how the Compensation Committee exercises discretion over awards.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm (Deloitte & Touche LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Climb Global Solutions Inc 2026 annual meeting?

Climb Global Solutions Inc (CLMB) holds its 2026 annual shareholder meeting on Tuesday, June 2, 2026.

What is the record date for the Climb Global Solutions Inc 2026 meeting?

The record date for the Climb Global Solutions Inc 2026 meeting is Monday, April 6, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Climb Global Solutions Inc's 2026 meeting?

The board is presenting 4 director nominees at the Climb Global Solutions Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Climb Global Solutions Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Climb Global Solutions Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.