Distribution Solutions Group Inc

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Adopt the July 15, 2026 Agreement and Plan of Merger, under which Eclipse Acquisitions Merger Sub will merge with Distribution Solutions Group, with DSG surviving as a wholly owned subsidiary of Eclipse Intermediate Acquisitions and an indirect wholly owned subsidiary of Eclipse Parent Acquisitions; non-excluded shares will be converted into the right to receive $35.00 per share in cash.

   More detail

   Proposal 1 asks stockholders to adopt the merger agreement providing for a one-step acquisition of DSG by entities affiliated with LKCM Headwater and J. Bryan King. Merger Sub would merge into DSG, and DSG would survive as an indirect wholly owned subsidiary of Parent. Public stockholders other than excluded holders and valid appraisal claimants would receive $35.00 in cash for each share. The transaction would take DSG private, delist its common stock from Nasdaq, and terminate its Exchange Act reporting obligations. The $35.00 price is $5.50 above LKCM Headwater’s initial $29.50 proposal and represents an approximately 81.3% premium to the March 13, 2026 unaffected price. Because LKCM affiliates control approximately 78.5% of the voting power, the merger requires both majority approval of all outstanding shares and approval by a majority of votes cast by disinterested stockholders. The Board relied on a four-member independent and disinterested Special Committee, which negotiated the transaction and received advice from McDermott Will & Schulte and William Blair. William Blair delivered a fairness opinion stating that the consideration was fair from a financial point of view to the disinterested stockholders. The Board, with King and Wallace recused, recommended approval based on the cash certainty, negotiated price increases, financing protections, limited closing conditions, and procedural safeguards, while acknowledging conflicts, the absence of a pre-signing market check, loss of future upside, and transaction risks.

2. 2

   Advisory Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation that may be paid or become payable to DSG’s named executive officers in connection with consummation of the merger, including the disclosed golden-parachute compensation and related arrangements.

   More detail

   Proposal 2 asks stockholders to approve, on an advisory and non-binding basis, merger-related compensation for DSG’s named executive officers. The resolution covers the compensation disclosed under Item 402(t) of Regulation S-K, including cash severance, equity award treatment, deferred compensation, benefits, and related agreements. The proposal is being presented because Section 14A of the Exchange Act and Rule 14a-21(c) require a separate shareholder advisory vote on specified change-in-control compensation. The disclosed amounts include substantial potential payments to Ronald J. Knutson, Cesar A. Lanuza, Robert H. Connors, and Barry Litwin, while no amount is shown for J. Bryan King in the golden-parachute table. Some benefits are single-trigger, including certain equity awards that accelerate or cash out at closing, while other benefits require a qualifying termination after the merger. The proposal also reflects existing employment agreements and the merger agreement’s treatment of RSUs, options, stock performance rights, and deferred stock units. The Board recommends voting FOR, while emphasizing that the vote is advisory and will not bind the Company, Board, Parent, or Compensation Committee. Approval is not a condition to closing, and the contractual compensation remains payable subject to applicable conditions even if stockholders reject the proposal. LKCM has agreed to vote its approximately 78.5% stake in favor, making approval likely if it complies with the Voting and Support Agreement.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Approve adjournment of the special meeting to a later date or dates if necessary to solicit additional proxies when there are insufficient votes to approve the Merger Proposal, including adjournment to address a lack of quorum.

   More detail

   Proposal 3 asks stockholders to authorize adjournment of the Special Meeting to a later date or dates. The stated purpose is to provide additional time to solicit proxies if the votes available at the meeting are insufficient to approve the Merger Proposal. The authority also may be used if a quorum is not present. Under the merger agreement, the Company may adjourn on the Special Committee’s recommendation and must do so at Parent’s request within specified contractual limits in certain circumstances. An adjournment could occur even if the Company has received enough votes against the merger that the Merger Proposal would otherwise fail. The additional solicitation could target stockholders who already returned proxies voting against the merger. Approval requires a majority of the voting power present or represented by proxy and entitled to vote, with abstentions treated as votes against and broker non-votes having no effect if a quorum exists. The proposal is separate from the merger vote and is not itself a condition to completing the merger. The Board recommends voting FOR because preserving the ability to solicit additional proxies could help obtain the required Company Requisite Stockholder Approvals. LKCM’s Voting and Support Agreement covers the adjournment proposal, and its 78.5% stake is expected to assure approval if LKCM complies.

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When is the Distribution Solutions Group Inc 2026 special meeting?

Distribution Solutions Group Inc (DSGR) holds its 2026 special shareholder meeting on Friday, November 27, 2026.

What is the record date for the Distribution Solutions Group Inc 2026 meeting?

The record date for the Distribution Solutions Group Inc 2026 meeting is Wednesday, September 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Distribution Solutions Group Inc's 2026 meeting?

The board is presenting 7 director nominees at the Distribution Solutions Group Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Distribution Solutions Group Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Distribution Solutions Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.