gic-20250602
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 2, 2025
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 CRF 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 2025 Annual Meeting of Stockholders (the "Annual Meeting") on June 2, 2025.
(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 2025; and
3.Advisory (non-binding) vote to approve the compensation of the Company's named executive officers.
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 | 29,042,731 | 7,004,821 | 940,189 | |||||||||||||||||
| Bruce Leeds | 29,119,913 | 6,927,639 | 940,189 | |||||||||||||||||
| Robert Leeds | 29,120,019 | 6,927,533 | 940,189 | |||||||||||||||||
| Anesa T. Chaibi | 31,811,404 | 4,236,148 | 940,189 | |||||||||||||||||
| Chad M. Lindbloom | 35,347,326 | 700,226 | 940,189 | |||||||||||||||||
| Gary S. Michel | 35,819,835 | 227,717 | 940,189 | |||||||||||||||||
| Paul S. Pearlman | 35,410,434 | 637,118 | 940,189 | |||||||||||||||||
| Robert D. Rosenthal | 34,810,889 | 1,236,663 | 940,189 | |||||||||||||||||
2. Ratification of the appointment of Ernst & Young LLP as the Company's independent auditor for fiscal year 2025.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 36,737,371 | 248,434 | 1,936 | 0 | |||||||||||||||||
3. Advisory (non-binding) vote to approve the compensation of the Company's named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 35,854,078 | 185,923 | 7,551 | 940,189 | |||||||||||||||||
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 5, 2025 | ||||||||
| By: | /s/ Thomas Clark | |||||||
| Name: Thomas Clark | ||||||||
| Title: Senior Vice President and Chief Financial Officer | ||||||||