Gee Group Inc

1. 1

   Election of Two Class I Directors

   ManagementBoard: FOR

   Elect Jyrl James and David Sandberg as Class I directors, each to serve until the 2027 Annual Meeting or until a successor is elected and qualified.

2. 2

   Ratification of Appointment of Cherry Bekaert LLP

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Cherry Bekaert LLP as GEE Group’s independent registered public accounting firm for the fiscal year ending September 30, 2026.

3. 3

   Approval of One-for-Thirty Reverse Stock Split

   ManagementBoard: FOR

   Approve an amendment to the Articles of Incorporation combining every thirty authorized, issued and outstanding shares of common stock into one share, subject to the Board’s discretion to delay or abandon the split before filing.

   More detail

   Proposal 3 asks shareholders to approve an amendment to GEE Group’s Articles of Incorporation implementing a one-for-thirty reverse stock split. Every thirty shares of authorized, issued and outstanding common stock would be combined into one share. The Board would retain discretion to delay or abandon the transaction before filing the implementing amendment if it determines the split is no longer in shareholders’ best interests. Management’s principal rationale is to increase the market price of the Company’s common stock and preserve its NYSE American listing. The proxy cites NYSE American’s low-price delisting authority and new rules that could result in automatic delisting if the stock trades below $0.25 after July 1, 2027. Management also argues that a higher nominal share price could broaden institutional investor eligibility, although it acknowledges that trading volume and liquidity could decline. Fractional shares would be rounded up to the next whole share, and the transaction is not intended to reduce any shareholder below one share or take the Company private. The Board warns that a reverse split may be viewed negatively, may not produce a proportionate or lasting price increase, and could reduce market capitalization. The Board unanimously recommends voting FOR the Reverse Stock Split.

4. 4

   Approval of Capital Increase in Authorized Common Stock

   ManagementBoard: FOR

   Approve an amendment increasing authorized common stock from 6,666,666.6667 shares after the reverse split to 200,000,000 shares, providing flexibility for financings, compensation, acquisitions, stock dividends, and other corporate purposes.

   More detail

   Proposal 4 asks shareholders to approve an amendment increasing authorized common stock from 6,666,666.6667 shares after the proposed reverse split to 200,000,000 shares. The increase is designed to restore substantial authorized-share capacity following the one-for-thirty consolidation. Management states that it has no current specific plans, arrangements, or understandings to issue the additional shares. The proposed capacity would support possible future financings, stock dividends, employee compensation programs, acquisitions, and other corporate transactions. The Board argues that having shares available in advance could reduce delays, uncertainty, and expense associated with seeking separate shareholder approval. Existing shareholders would not immediately lose rights merely because the authorized limit increases. Future issuances could dilute current holders’ ownership percentages, earnings per share, book value per share, and voting power. The additional shares could also be used in ways that make a change in control more difficult, creating potential anti-takeover effects. Management says the proposal is not prompted by any identified takeover attempt or threat. The Board unanimously recommends voting FOR the Capital Increase.

5. 5

   Advisory Say-on-Pay Resolution

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the executive compensation tables and related disclosure.

   More detail

   Proposal 5 asks shareholders to approve, on a non-binding advisory basis, the compensation paid to GEE Group’s named executive officers. The resolution covers the compensation tables and related executive-compensation disclosure in the proxy statement. The vote is required under Section 14A of the Exchange Act and is advisory rather than legally binding on the Company. The named executive officers are CEO Derek Dewan, COO Alex Stuckey, and CFO Kim Thorpe. Fiscal 2025 compensation was primarily salary and other compensation, with no reported bonuses, stock awards, option awards, or non-equity incentive compensation for that year. Their fiscal 2025 total compensation was $536,480 for Mr. Dewan, $361,697 for Mr. Stuckey, and $380,031 for Mr. Thorpe. The Company’s Annual Incentive Compensation Program includes cash short-term incentives and equity-based long-term incentives, although no fiscal 2025 awards were reported in the Summary Compensation Table. Employment agreements provide five-year terms ending in April 2028, base salaries, potential bonuses, equity-plan eligibility, and standard severance and change-in-control provisions. The Board asks shareholders to endorse the disclosed compensation program and states that it will carefully consider the advisory voting result. The Board unanimously recommends voting FOR the Say-on-Pay resolution.

6. 6

   Approval of Adjournment or Postponement Proposal

   ManagementBoard: FOR

   Authorize the Board to adjourn or postpone the Annual Meeting to solicit additional proxies if there are insufficient votes to approve the Reverse Stock Split and/or Capital Increase.

   More detail

   Proposal 6 asks shareholders to authorize the Board to adjourn or postpone the Annual Meeting if additional proxy solicitation is needed. The authority would apply when there are insufficient votes to approve the Reverse Stock Split and/or Capital Increase proposals. An adjournment would give the Company additional time to solicit proxies and seek the required shareholder approvals. The proposal is procedural and does not itself approve either the reverse split or the increase in authorized shares. The Company states that if approval is not obtained at the meeting, it has agreed to promptly take actions necessary to hold a subsequent meeting addressing those proposals. Management views the adjournment mechanism as useful for avoiding an immediate failure caused by an incomplete vote count or insufficient participation. The required vote is approval by holders of a majority of shares entitled to vote at the Annual Meeting. Abstentions have the same legal effect as votes against, while broker non-votes have no effect. The Board determined that the proposal is in the best interests of the Company and its stockholders if sufficient votes are not available at the meeting. The Board unanimously recommends voting FOR the Adjournment Proposal.

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When is the Gee Group Inc 2026 annual meeting?

Gee Group Inc (JOB) holds its 2026 annual shareholder meeting on Thursday, September 24, 2026.

What is the record date for the Gee Group Inc 2026 meeting?

The record date for the Gee Group Inc 2026 meeting is Monday, August 10, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 2 director nominees at the Gee Group Inc 2026 meeting, listed with their independence status and background.

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

Shareholders will vote on 6 proposals at the Gee Group Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.