Gee Group Inc

This management proposal asks shareholders to approve an amendment to the Company’s Articles of Incorporation to implement a one-for-thirty reverse stock split that would combine every thirty shares of common stock into one share. Management is pursuing the reverse split primarily to address NYSE American listing concerns: the exchange can delist low-priced securities and has new rules that could trigger automatic delisting if the per‑share price falls below $0.25 after July 1, 2027. The Board argues the reverse split should immediately increase the reported trading price and thereby reduce the risk of delisting, preserving liquidity and access to a national exchange; it explicitly highlights negative consequences of potential delisting (reduced liquidity, difficulty trading on OTC markets, and loss of investor access). The Board retains discretion to delay or abandon the split even if approved, and the implementation would be effected by filing a Reverse Split Amendment to the Articles (Appendix A). The company notes the reverse split is not a going‑private transaction, that fractional shares will be rounded up to whole shares, and that shareholder proportional ownership will remain essentially unchanged except for rounding effects. Management acknowledges risks: reverse splits can be perceived negatively by markets and may not produce a sustained price increase and can reduce trading volume. The Board recommends a vote FOR based on the belief that the benefits of maintaining NYSE American listing and enabling potential institutional participation outweigh the risks, while also noting no assurance the market will respond favorably. Institutional and governance context (including a cooperation agreement with a major shareholder that supports Board recommendations) is material to an assessment of its likely passage and effect on future capital-raising flexibility.

This management proposal requests shareholder approval to increase the number of authorized shares of common stock (post-reverse-split basis) from 6,666,666.6667 to 200,000,000, with the stated purpose of preserving corporate flexibility following the reverse split for potential financings, employee compensation plans, stock dividends, and acquisitions. The Board contends that, after the reverse split reduces shares outstanding arithmetically, the existing authorized cap would be disproportionately low relative to potential outstanding securities (including conversions and exercises) and could constrain strategic transactions. Management explicitly states it has no current plans to issue the new shares but prefers to have the authorization available to avoid delay and expense of seeking shareholder approval later. The proposal notes dilution and potential anti‑takeover effects — additional authorized shares could be used in ways that reduce existing shareholders’ percentage ownership or make change of control more difficult — and the Board acknowledges those trade‑offs in describing effects. The Board retains discretion to delay or abandon the Capital Increase even if approved, and the amendment would become effective upon filing (Appendix B). For an analyst, the key considerations are dilution risk versus operational flexibility: the authorization itself creates optionality useful for capital raises or compensation but could be dilutive if used; absence of immediate planned issuances reduces near‑term dilution risk. The Board recommends a FOR vote as a companion measure to the Reverse Stock Split to ensure adequate authorized capital post‑split.

This advisory (non‑binding) management proposal asks shareholders to approve the Company’s disclosed executive compensation program for named executive officers, as presented in the Executive Compensation section and compensation tables. The vote is required by Section 14A of the Exchange Act and is intended to provide shareholders with a mechanism to express approval or disapproval of pay practices; the Board will consider the outcome but the vote will not be legally binding. The Company’s disclosures describe an Annual Incentive Compensation Program (AICP) with STI cash bonuses and partially performance‑based long‑term incentives (restricted stock), and the Pay‑Versus‑Performance table required by SEC rules is provided to facilitate analysis. Management’s rationale for supporting the program focuses on aligning pay with performance, retaining key executives, and providing competitive market‑based compensation informed by an independent compensation study. For an analyst, salient issues include the structure of short‑ and long‑term incentives, recent vesting and awards, and whether realized pay aligns with company performance (the filing includes the mandated Pay‑Versus‑Performance disclosure). Because the vote is advisory, even a negative result would not automatically change compensation but would likely trigger board engagement with shareholders and potential program adjustments. The Board unanimously recommends a FOR vote and will consider shareholder feedback in future compensation decisions.

The Adjournment Proposal authorizes the Board to adjourn the Annual Meeting to permit additional solicitation of proxies if Proposals 3 (Reverse Stock Split) or 4 (Capital Increase) lack sufficient votes at the time of the meeting. This is a procedural mechanism commonly used when a supermajority or majority of votes is required for significant charter amendments and management wants to preserve the ability to continue outreach and solicit additional votes without restarting the entire meeting process. The proposal reduces the risk that one or two close tallies would force immediate abandonment of the charter amendments, instead enabling the Company to continue to seek shareholder support. For analysts, important context includes the required majorities for Proposals 3 and 4 (majority of issued and outstanding shares entitled to vote), the potential impact of broker non‑votes, and the Cooperation Agreement with Star Equity Fund (which has agreed to vote in accordance with the Board’s recommendations on these proposals in most circumstances), each of which bear on the likelihood that adjournment will be necessary. While adjournment can add cost and time, it can be value‑preserving if it allows passage of a strategic governance change; conversely, repeated adjournments could signal shareholder resistance. The Board unanimously recommends a FOR vote to retain flexibility to obtain requisite approvals.